<PAGE>
LETTER OF TRANSMITTAL
FOR
OFFER FOR ALL OUTSTANDING
11% SENIOR NOTES DUE 2010 IN EXCHANGE FOR UP TO
$200,000,000 PRINCIPAL AMOUNT AT MATURITY OF
11% SENIOR NOTES DUE 2010
OF
[LOGO]
PURSUANT TO THE PROSPECTUS
DATED , 2000
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2000, UNLESS EXTENDED OR TERMINATED
(THE "EXPIRATION DATE").
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
<TABLE>
<S> <C> <C>
BY FACSIMILE: BY REGISTERED OR CERTIFIED BY HAND OR OVERNIGHT
(212) 815-4699 MAIL: DELIVERY:
Attention: Tolutope Adeyoju The Bank of New York The Bank of New York
Confirm by Telephone: Attention: Tolutope Adeyoju 101 Barclay Street
(212) 815-2824 101 Barclay Street, 7 East Attention: Reorganization
New York, NY 10286 Corporate Trust Services
Window
Ground Level
New York, NY 10286
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO AN
ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF 11% SENIOR NOTES DUE 2010 (THE "OLD
NOTES").
The Instructions contained herein should be read carefully before this
Letter of Transmittal is completed and signed.
<PAGE>
This Letter of Transmittal is to be used by registered holders of Old Notes
("Holders") if: (i) certificates representing Old Notes are to be physically
delivered to the Exchange Agent by such Holders; (ii) tender of Old Notes is to
be made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the
procedures set forth in the Prospectus dated , 2000 (as the same may
be amended from time to time, the "Prospectus") under the caption "The Exchange
Offer--Procedures for Tendering" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Old Notes; or (iii) delivery of Old Notes is to be made according to
the guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer-Guaranteed Delivery Procedures," and, in each case,
instructions are not being transmitted through the DTC Automated Tender Offer
Program ("ATOP"). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
In order to properly complete this Letter of Transmittal, a Holder must
(i) complete the box entitled "Method of Delivery" by checking one of the three
boxes therein and supplying the appropriate information, (ii) complete the box
entitled "Description of Old Notes," (iii) if such Holder is a Participating
Broker-Dealer (as defined below) and wishes to receive additional copies of the
Prospectus for delivery in connection with resales of New Notes, check the
applicable box, (iv) sign this Letter of Transmittal by completing the box
entitled "Please Sign Here," (v) if appropriate, check and complete the boxes
relating to the "Special Issuance Instructions" and "Special Delivery
Instructions," and (vi) complete the Substitute Form W-9. Each Holder should
carefully read the detailed Instructions below prior to completing this Letter
of Transmittal. See "The Exchange Offer--Procedures For Tendering" in the
Prospectus.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP for which
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer should transmit their acceptance to DTC, which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an agent's message to the Exchange Agent for
its acceptance. Delivery of the agent's message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the agent's message. DTC participants may also
accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through
ATOP.
If Holders desire to tender Old Notes pursuant to the Exchange Offer and
(i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date, or
(iii) the procedures for book-entry transfer cannot be completed prior to the
Expiration Date, such Holders may effect a tender of such Old Notes in
accordance with the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures." See
Instruction 2 below.
A Holder having Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to accept
the Exchange Offer with respect to the Old Notes so registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE MAKING
OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF
SUCH JURISDICTION.
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Prospectus.
Your bank or broker can assist you in completing this form. The instruction
included with this Letter of Transmittal must be followed. Questions and request
for assistance or for additional copies of the Prospectus, this Letter of
Transmittal and the Notice of Guaranteed Delivery may be directed to the
Exchange Agent, whose address and telephone number appear on the front cover of
this Letter of Transmittal. See Instruction 11 below.
2
<PAGE>
--------------------------------------------------------------------------------
METHOD OF DELIVERY
--------------------------------------------------------------------------------
<TABLE>
<C> <S>
/ / CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE BEING
DELIVERED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Account Number: Transaction Code Number:
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
DELIVERED TO THE EXCHANGE AGENT PURSUANT TO INSTRUCTION 2
BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Guarantor Institution that Guaranteed
Delivery:
If Delivered by Book-Entry Transfer (yes or no):
Account Number: Transaction Code Number:
</TABLE>
--------------------------------------------------------------------------------
List below the Old Notes to which this Letter of Transmittal relates. If the
space provided below is inadequate, list the certificate numbers and principal
amounts on a separately signed schedule and affix the schedule to this Letter of
Transmittal.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD NOTES
--------------------------------------------------------------------------------------------------------
AGGREGATE
PRINCIPAL PRINCIPAL AMOUNT
AMOUNT AT AT
NAME(S) AND ADDRESS(ES) OR HOLDER(S) CERTIFICATE MATURITY MATURITY OF OLD
(PLEASE FILL IN IF BLANK) NUMBER(S)(*) OF OLD NOTES(**) NOTES TENDERED
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
-------------------------------------------------------
TOTAL:
--------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer (see below).
** Unless otherwise indicated in the column labeled "Principal Amount at Maturity of Old Notes
Tendered" and subject to the terms and conditions of the Prospectus, a Holder will be deemed to
have tendered the entire aggregate principal amount at maturity represented by the Old Notes
indicated in the column labeled "Aggregate Principal Amount at Maturity of Old Notes." See
Instruction 3.
--------------------------------------------------------------------------------------------------------
</TABLE>
3
<PAGE>
--------------------------------------------------------------------------------
FOR PARTICIPATING BROKER-DEALERS ONLY:
--------------------------------------------------------------------------------
<TABLE>
<C> <S>
/ / CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF
YOU ARE A PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND
10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL
AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND RESUME USE OF
THE PROSPECTUS. BY TENDERING ITS OLD NOTES AND EXECUTING
THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY NEXTEL
PARTNERS OR THE EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS
NEW NOTES.
(IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX, OR IF
ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED THIS BOX
SUBSEQUENTLY NOTIFY NEXTEL PARTNERS OR THE EXCHANGE AGENT
THAT ALL THEIR NEW NOTES HAVE BEEN SOLD, NEXTEL PARTNERS
WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE
EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE
PROSPECTUS AND WILL NOT PROVIDE ANY NOTICES TO ANY HOLDERS
TO SUSPEND OR RESUME USE OF THE PROSPECTUS.)
Provide the name of the individual who should receive, on
behalf of the Holder, additional copies of the Prospectus,
and amendments and supplements thereto, and any notices to
suspend and resume use of the Prospectus:
Name:
Address:
Telephone No.: Facsimile No.:
</TABLE>
--------------------------------------------------------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
By execution hereof, the undersigned acknowledges receipt of the Prospectus,
dated , 2000 (as the same may be amended from time to time, the
"Prospectus" and, together with the Letter of Transmittal, the "Exchange
Offer"), of Nextel Partners, Inc., a Delaware corporation (the "Company"), and
this Letter of Transmittal and instructions hereto, which together constitute
the Company's offer to exchange, for each $1,000 principal amount at maturity of
its 11% Senior Notes due 2010 (the "New Notes"), upon the terms and subject to
the conditions set forth in the Exchange Offer, for each $1,000 principal amount
at maturity of its outstanding 11% Senior Notes due 2010 (the "Old Notes").
4
<PAGE>
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount at maturity of
Old Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old 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 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 full knowledge that the Exchange Agent
also acts as the agent of the Company) with respect to such Old Notes with full
power of substitution (such power-of-attorney being deemed to be an irrevocable
power coupled with an interest) to (i) present such Old Notes and all evidences
of transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by the Book-Entry Transfer Facility to, or upon the
order of, the Company, (ii) present such Old Notes for transfer of ownership on
the books of the Company or the trustee (the "Trustee") under the indenture
governing the Old Notes and New Notes, and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of and conditions of the Exchange Offer as described
in the Prospectus.
The undersigned represents and warrants that it has full power and authority
to tender, exchange, assign and transfer the Old Notes tendered hereby and to
acquire New Notes issuable upon the exchange of such tendered Old Notes, and
that, when the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Old Notes, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. 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
the Old Notes tendered hereby or transfer ownership of such Old Notes on the
account books maintained by the Book-Entry Transfer Facility.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived by the
Company, in whole or in part, in the reasonable discretion of the Company), as
more particularly set forth in the Prospectus, the Company may not be required
to exchange any of the Old Notes tendered hereby and, in such event, the Old
Notes not exchanged will be returned to the undersigned at the address shown
above.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO PURCHASED OLD
NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT OR TO ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED UNDERSTANDS AND
AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT TENDERED OLD NOTES FROM
ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS REASONABLE DISCRETION,
THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder, represents, or,
if the undersigned is a broker, dealer, commercial bank, trust company or other
nominee, represents that it has received representations from the beneficial
owners of the Old Notes (the "Beneficial Owner") stating that (i) the New Notes
to be acquired in connection with the Exchange Offer by the Holder and each
Beneficial Owner of the Old Notes are being acquired by the Holder and each such
Beneficial Owner in the ordinary course of business of the Holder and each such
Beneficial Owner, (ii) the Holder and each such Beneficial Owner are not engaged
in, do not intend to engage in, and have no arrangement or understanding with
any person to participate in, a distribution of the New Notes, (iii) the Holder
and each Beneficial Owner acknowledge and agree that any person participating in
the Exchange Offer for the purpose of distributing the New Notes must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the
5
<PAGE>
New Notes acquired by such person and cannot rely on the position of the staff
of the SEC set forth in the no-action letters that are discussed in the
Prospectus under the caption "The Exchange Offer--Resale of the New Notes" and
may only sell the New Notes acquired by such person pursuant to a registration
statement containing the selling security holder information required by Item
507 of Regulation S-K under the Securities Act, (iv) if the Holder is a
broker-dealer that acquired Old Notes as a result of market-making or other
trading activities, it will deliver a prospectus in connection with any resale
of New Notes acquired in the Exchange Offer (but by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act), and (v) neither the
Holder nor any such Beneficial Owner is an "affiliate," as defined under
Rule 405 of the Securities Act, of the Company or is a broker-dealer who
purchased Old Notes directly from the Company for resale pursuant to Rule 144A
under the Securities Act.
In addition, if the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes. If the undersigned 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
such New Notes; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
EACH BROKER-DEALER WHO ACQUIRED OLD NTOES FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS LETTER OF
TRANSMI1TAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFEFENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING OR OF THE OCCURRENCE OR CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPAT- ING BROKER-DEALER WILL SUSPEND
THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS UNTIL THE COMPANY HAS AMENDED
OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS
FURNISHED COPIES" OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING
BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY
BE RESUMED, AS THE CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE
CAPTION "FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE IN
CONNECTION WITH RESALES OF THE NEW NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES
AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE
AGENT WHEN IT HAS SOLD ALL OF ITS NEW NOTES. IF NO PARTICIPATING BROKER-DEALERS
CHECK SUCH BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED SUCH BOX
SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR NEW NOTES
HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS
OF THE EXCHANGE OFFER
6
<PAGE>
REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY
HOLDERS WITH ANY NOTICES TO SUSPEND OR RESUME USE OF THE PROSPECTUS.
The undersigned understands that tenders of the Old Notes pursuant to anyone
of the procedures described under "The Exchange Offer--Procedures for Tendering"
in the Prospectus and in the instructions hereto will constitute a binding
agreement between the undersigned and the Company in accordance with the terms
and subject to the conditions of the Exchange Offer. All authority herein
conferred or agreed to be conferred by this Letter of Transmittal and every
obligation of the undersigned hereunder shall be binding upon the heirs, legal
representatives, successors and assigns, executors, administrators and trustees
in bankruptcy of the undersigned and shall survive the death or incapacity of
the undersigned. Tendered Old Notes may be withdrawn at any time prior to the
Expiration Date in accordance with the terms of the Exchange Offer.
The undersigned also understands and acknowledges that the Company reserves
the right to purchase or make offers for any Old Notes that remain outstanding
subsequent to the Expiration Date in the open market in privately negotiated
transactions, through subsequent exchange offers or otherwise. The terms of any
such purchases or offers could differ from the terms of the Exchange Offer.
The undersigned understands that the delivery and surrender of the Old Notes
is not effective, and the risk of loss of the Old Notes does not pass to the
Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all accompanying
evidences of authority and any other required documents in form satisfactory to
the Company. All questions as to form of all documents and the validity
(including time of receipt) and acceptance of tenders and withdrawals of Old
Notes will be determined by the Company, which determination shall be final and
binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Old Notes representing
principal amounts at maturity not tendered or not accepted for exchange be
issued in the name(s) of the undersigned and that New Notes be issued in the
name(s) of the undersigned (or, in the case of Old Notes delivered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility).
Similarly, unless otherwise indicated herein in the box entitled "Special
Delivery Instructions," the undersigned hereby requests that any Old Notes
representing principal amounts at maturity not tendered or not accepted for
exchange and certificates for New Notes be delivered to the undersigned at the
address(es) shown above. In the event that the "Special Issuance Instructions"
box or the "Special Delivery Instructions" box is, or both are, completed, the
undersigned hereby requests that any Old Notes representing principal amounts at
maturity not tendered or not accepted for exchange be issued in the name(s) of,
certificates for such Old Notes be delivered to, and certificates for New Notes
be issued in the name(s) of, and be delivered to, the person(s) at the
address(es) so indicated, as applicable. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance Instructions" box or
"Special Delivery Instructions" box to transfer any Old Notes from the name of
the registered Holder(s) thereof if the Company does not accept for exchange any
of the Old Notes so tendered.
7
<PAGE>
--------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF OLD NOTES
REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old Notes
exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
delivered by a participant in the Book-Entry Transfer Facility, exactly as
such participant's name appears on a security position listing as the owner
of Old Notes, or by person(s) authorized to become Holder(s) by endorsements
and documents 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, such
person must set forth his or her full title below under "Capacity" and
submit evidence satisfactory to the Company of such person's authority to so
act. See Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the
Old Notes, then the record holder(s) must sign a valid bond power.
X __________________________________________________________________________
X __________________________________________________________________________
SIGNATURE(S) OR REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date: ________________, 2000
Name(s):____________________________________________________________________
(PLEASE PRINT) CAPACITY:
Address:____________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.:________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
--------------------------------------------------------------------------------
8
<PAGE>
--------------------------------------------------------------------------------
<TABLE>
<C> <S>
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD
NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR
OTHER TRADING ACTIVITIES AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
</TABLE>
Name:_______________________________________________________________________
Address:____________________________________________________________________
MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
Certain Signatures Must Be Guaranteed by an Eligible Guarantor Institution
____________________________________________________________________________
(Name of Eligible Guarantor Institution Guaranteeing Signatures)
____________________________________________________________________________
(Address (including zip code) and Telephone Number (including area code))
____________________________________________________________________________
(Authorized Signature)
____________________________________________________________________________
(Printed Name)
____________________________________________________________________________
(Title)
Date: ________________, 2000
--------------------------------------------------------------------------------
9
<PAGE>
-------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7)
To be completed ONLY if certificates for Old Notes in a principal amount
at maturity not tendered or not accepted for exchange are to be issued in
the name of, or certificates for New Notes are to be issued to the order of,
someone other than the person or persons whose signature(s) appear(s) within
this Letter of Transmittal.
Issue: Old Notes / /
New Notes / /
(CHECK AS APPLICABLE)
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Old Notes not exchanged and delivered by book-entry transfer to the
Book-Entry Transfer Facility account set below:
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
Credit New Notes to the Book-Entry Transfer Facility account set below:
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
------------------------------------------------------
------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Old Notes in a principal amount
at maturity not accepted for exchange or certificates for New Notes are to
be sent to someone other than the person or persons whose signature(s)
appear(s) within this Letter of Transmittal or to an address different from
that shown in the box entitled "Description of Old Notes" within the Letter
of Transmittal.
Deliver: Old Notes / /
New Notes / /
(CHECK AS APPLICABLE)
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
-----------------------------------------------------
10
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES OR
BOOK-ENTRY CONFIRMATIONS; WITHDRAWAL OF TENDERS.
To tender Old Notes in the Exchange Offer, physical delivery of certificates
for Old Notes or a confirmation of book-entry transfer into the Exchange Agent's
account with the Book-Entry Transfer Facility of Old Notes tendered
electronically, as well as a properly completed and duly executed copy or
manually signed facsimile of this Letter of Transmittal, or in the case of a
book-entry transfer, an agent's message, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date. Tenders of Old Notes in
the Exchange Offer may be made prior to the Expiration Date in the manner
described in the preceding sentence and otherwise in compliance with this Letter
of Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL,
CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE
AGENT, INCLUDING DELIVERY THROUGH DTC ANY ACCEPTANCE OF AN AGENT'S MESSAGE
TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING
OLD NOTES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE
PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL BE ACCEPTED. Except as
otherwise provided below, the delivery will be made when actually received by
the Exchange Agent. THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE OLD NOTES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT
TO THE COMPANY, THE TRUSTEE OR DTC.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date. In order to be valid, notice of withdrawal of
tendered Old Notes must comply with the requirements set forth in the Prospectus
under the caption "The Exchange Offer--Withdrawal of Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Old Notes pursuant to the Exchange Offer and
(i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date, or
(iii) the procedures for book-entry transfer cannot be completed prior to the
Expiration Date, such Holders may effect a tender of Old Notes in accordance
with the guaranteed delivery procedures set forth in the Prospectus under the
caption "The Exchange Offer--Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an eligible guarantor
institution;
(ii) prior to the Expiration Date, the Exchange Agent must have received
from such eligible guarantor institution, at one of the addresses set forth on
the cover of this Letter of Transmittal, a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided with the
Prospectus, setting forth the name(s) and address(es) of the register, Holder(s)
and the principal amount at maturity of Old Notes being tendered and stating
that the tender is being made thereby and guaranteeing that, within three New
York Stock Exchange ("NYSE") trading days from the date of the Notice of
Guaranteed Delivery, the Letter of Transmittal (or a manually signed facsimile
thereof), properly completed and
11
<PAGE>
duly executed, or, in the case of a book-entry transfer, an agent's message,
together with certificates representing the Old Notes (or confirmation of
book-entry transfer of such Old Notes into the Exchange Agent's account at the
Book-Entry Transfer Facility), and any other documents required by this Letter
of Transmittal and the instructions thereto, will be deposited by such eligible
guarantor institution with the Exchange Agent; and
(iii) the Exchange Agent must have received this Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and validly executed with
any required signature guarantees, or, in the case of a book-entry transfer, an
agent's message, together with certificates for all Old Notes in proper form for
transfer (or a Book-Entry confirmation with respect to all tendered Old Notes),
and any other required documents within three NYSE trading days after the date
of such Notice of Guaranteed Delivery.
3. PARTIAL TENDERS.
If less than the entire principal amount at maturity of any Old Notes
evidenced by a submitted certificate is tendered, the tendering Holder must fill
in the principal amount at maturity tendered in the last column of the box
entitled "Description of Old Notes" herein. The entire principal amount at
maturity represented by the certificates for all Old Notes delivered to the
Exchange Agent will be deemed to have been tendered, unless otherwise indicated.
The entire principal amount at maturity of all Old Notes not tendered or not
accepted for exchange will be sent (or, if tendered by book-entry transfer,
returned by credit to the account at the Book-Entry Transfer Facility designated
herein) to the Holder unless otherwise provided in the "Special Issuance
Instructions" or "Special Delivery Instructions" boxes of this Letter of
Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the Old Notes
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever. If this Letter of Transmittal is signed by a participant in one of
the book-entry transfer facilities whose name is shown 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 Old Notes tendered hereby are registered in the name of two or
more Holders, all such Holders must sign this Letter of Transmittal. If any
tendered Old Notes are registered in different name on several certificates, it
will be necessary to complete, sign and submit as many separate copies of this
Letter of Transmittal and any necessary accompanying documents as there are
different names in which certificates are held.
If this Letter of Transmittal or any certificates for Old Notes or bond
powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must be
submitted with this Letter of Transmittal.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND POWER,
WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT IN A
RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").
12
<PAGE>
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Old Notes tendered herewith (or by a
participant in one of the book-entry transfer facilities whose name appears on a
security position listing as the owner of Old Notes) and certificates for New
Notes or for any Old Notes for principal amounts at maturity not tendered or not
accepted for exchange are to be issued, directly to such Holder(s) or, if
tendered by a participant in one of the book-entry transfer facilities, any Old
Notes for principal amounts at maturity not tendered or not accepted for
exchange are to be credited to such participant's account at such book-entry
transfer facility and neither the "Special Issuance Instructions" box nor the
"Special Delivery Instructions" box of this Letter of Transmittal has been
completed or (ii) such Old Notes are tendered for the account of an eligible
guarantor institution. IN ALL OTHER CASES, ALL SIGNATURES ON LETTERS OF
TRANSMITTAL ACCOMPANYING OLD NOTES MUST BE GUARANTEED BY A MEDALLION SIGNATURE
GUARANTOR. In all such other cases (including if this Letter of Transmittal is
not signed by the Holder), the Holder must either properly endorse the
certificates for Old Notes tendered or transmit a separate properly completed
bond power with this Letter of Transmittal (in either case, executed exactly as
the name(s) of the registered Holder(s) appear(s) on such Old Notes, and, with
respect to a participant in a book-entry transfer facility whose name appears on
a security position listing as the owner of Old Notes, exactly as the name(s) of
the participant(s) appear(s) on such security position listing), with the
signature on the endorsement or bond power guaranteed by a Medallion Signature
Guarantor, unless such certificates or bond powers are executed by an eligible
guarantor institution.
Endorsements on certificates for Old Notes and signatures on bond powers
provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion Signature
Guarantor.
5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name
and address to which Old Notes for principal amounts at maturity not tendered or
not accepted for exchange or certificates for New Notes, if applicable, are to
be sent or issued, if different from the name and address of the Holder signing
this Letter of Transmittal. In the case of issuance to a different name, the
taxpayer identification or social security number of the person named must also
be indicated. If no instructions are given, Old Notes not tendered or not
accepted for exchange will be returned, and certificates for New Notes will be
sent, to the Holder of the Old Notes tendered.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with the
Holder's social security or Federal employer identification number, on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box in
Part III on Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect to
the Exchange Offer. The box "Applied For" in Part I of the form should be
checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box "Applied For" in Part I is
checked the Holder should also sign the attached Certification of Awaiting
Taxpayer Identification Number. If the Exchange Agent is not provided with a TIN
within 60 days thereafter, the Exchange Agent will withhold 31% on all such
payments of the New Notes until a TIN is provided to the Exchange Agent.
13
<PAGE>
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and
transfer of Old Notes pursuant to the Exchange Offer, except if (i) deliveries
of certificates for Old Notes for principal amounts at maturity not tendered or
not accepted for exchange are registered or issued in the name of any person
other than the Holder of Old Notes tendered thereby, (ii) tendered certificates
are registered in the name of any person other than the person signing this
Letter of Transmittal, or (iii) a transfer tax is imposed for any reason other
than the exchange of Old Notes pursuant to the Exchange Offer. 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.
8. IRREGULARITIES.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders and withdrawals of Old Notes will
be determined by the Company, which determination shall be final and binding.
ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL NOT BE
CONSIDERED VALID. The Company reserves the absolute right to reject any and all
tenders of Old Notes that are not in proper form or the acceptance of which, in
the Company's opinion, would be unlawful. The Company also reserves the right to
waive any defects, irregularities or conditions of tender as to particular Old
Notes. The Company's interpretations of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) will be final
and binding. Any defect or irregularity in connection with tenders of Old Notes
must be cured within such time as the Company determines, unless waived by the
Company. Tenders of Old Notes shall not be deemed to have been made until all
defects or irregularities have been waived by the Company or cured. A defective
tender (which defect is not waived by the Company or cured by the Holder) will
not constitute a valid tender of Old Notes and will not entitle the Holder to
New Notes. None of the Company, the Trustee, the Exchange Agent or any other
person will be under any duty to give notice of any defect or irregularity in
any tender or withdrawal of any Old Notes, or incur any liability to Holders for
failure to give any such notice.
9. WAIVER OF CONDITIONS.
The Company reserves the right, in its reasonable discretion, to amend or
waiver any of the conditions to the Exchange Offer.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR OLD NOTES.
Any Holder whose certificates for Old Notes have been mutilated, lost,
stolen or destroyed should writer to or telephone the Exchange Agent at the
address or telephone number set forth on the cover of this Letter of
Transmittal.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Old Notes and requests for
assistance or additional copies of the Prospectus, this Letter of Transmittal,
the Notice of Guaranteed Delivery or other documents may be directed to the
Exchange Agent, whose address and telephone number appear above.
14
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder who tenders Old Notes prior to
receipt of New Notes is required to provide the Exchange Agent with such
Holder's correct TIN on the Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his or her social security number. If the Exchange Agent is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service (the "IRS") and payments, including payments of any New Notes,
made to such Holder with respect to Old Notes exchanged pursuant to the Exchange
Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Holders are urged to consult their own tax advisors to
determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any New Notes, made
with respect to Old Notes exchanged pursuant to the Exchange Offer, the Holder
is required to provide the Exchange Agent with (i) the Holder's correct TIN by
completing the form below, certifying that the TIN provided on the Substitute
Form W-9 is correct (or that such Holder is awaiting a TIN) and that (A) such
Holder is exempt from backup withholding, (B) the Holder has not been notified
by the IRS that the Holder is subject to backup withholding as a result of
failure to report all interest or dividends or (C) the IRS has notified the
Holder that the Holder is no longer subject to backup withholding, and (ii) if
applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (E.G., social
security number or employer identification number) of the registered Holder. If
the Old Notes are held in more than one name or are held 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.
15
<PAGE>
SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYOR'S NAME: THE BANK OF NEW YORK
<TABLE>
<S> <C>
-------------------------------------------------------------------------------------------------------
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of person or entity
whose number you furnish Part I below):
------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Check appropriate box
/ / Individual/Sold proprietor / / Corporation / / Partnership / / Other
------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.):
------------------------------------------------------------------------------------------------------
City, State and ZIP code:
------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") PART II PAYEES EXEMPT FROM BACKUP
Enter your TIN below. For individuals, this is your social WITHHOLDING
security number. For other entities, it is your employer Check box (See page 2 of the
identification number. Refer to the chart on page 1 the Guidelines for further
Guidelines for Certification of Taxpayer Identification clarification. Even if you are
Number on Substitute Form W-9 (the "Guidelines") for exempt from backup withholding, you
further clarification. If you do not have a TIN, see should still complete and sign the
instructions on how to obtain a TIN on page 2 of the certification below):
Guidelines, check the appropriate box below indicating that / / EXEMPT
you have applied for a TIN and, in addition to the
Part III Certification, sign the attached Certification of
Awaiting Taxpayer Identification Number.
Social Security number:
/ // // /-/ // /-/ // // // /
/ / Applied
For
Employer identification
number: / // /-/ // // // // // // /
-------------------------------------------------------------------------------------------------------
PART III CERTIFICATION
Certification Instructions: You must cross out item 2 below if you have been notified by the Internal
Revenue Service (the "IRS") that you are currently subject to backup withholding because of
underreporting interest or dividends on your tax return (See page 2 of the Guidelines for further
clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a
number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have
not been notified by the 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.
SIGNATURE
------------------------------------------------------------------------------------------------------ DATE
-----------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 31% OF ANY PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE
OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICAITON OF TAXPAYER
IDENTIFICAITON NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
16
<PAGE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX
"APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
--------------------------------------------------------------------------------
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to
the appropriate IRS Service Center or Social Security Administration Office,
or (b) I intend to mail or deliver an application in the near future. I
understand that I must provide a TIN to the payor within 60 days of
submitting this Substitute Form W-9 and that if I do not provide a TIN to
the payor within 60 days, the payor is required to withhold 31% of all
reportable payments thereafter to me until I furnish the payor with a TIN.
SIGNATURE
--------------------------------------------------------- DATE
-----------------
--------------------------------------------------------------------------------
17
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
GIVE THE
GIVE THE EMPLOYER
SOCIAL SECURITY IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF: FOR THIS TYPE OF ACCOUNT: NUMBER OF:
<S> <C> <C> <C>
--------------------------------------------------------------------------------------------------------------
1. An individual's account The individual 6. A valid trust estate, The legal entity (Do not
or pension trust furnish the identifying
number of the personal
representative or trustee
unless the legal entity
itself is not designated
in the account file.)(4)
--------------------------------------------------------------------------------------------------------------
2. Two or more individuals The individual owner of
(joint account) the account or, if
combined funds, the first
individual on the
account(1)
--------------------------------------------------------------------------------------------------------------
3. Custodian account of a The minor(2) 7. Corporate account The corporation
minor (Uniform Gift to
Minors Act)
--------------------------------------------------------------------------------------------------------------
4. a. The usual revocable The grantor-trustee(1) 8. Religious, charitable, The organization
savings trust account or educational
(grantor is also trustee) organization account
--------------------------------------------------------------------------------------------------------------
b. So-called trust account The actual owner(1) 9. Partnership account The partnership
that is not a legal or
valid trust under State
law
--------------------------------------------------------------------------------------------------------------
5. Sole proprietorship The owner(3) 10. Association, club or The organization
account other tax-exempt
organization
--------------------------------------------------------------------------------------------------------------
11. A broker or registered The broker or nominee
nominee
--------------------------------------------------------------------------------------------------------------
12. Account with the The public entity
Department of Agriculture
in the name of a public
entity (such as a State or
local government school
district or prison) that
receives agriculture
program payments
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name. You may also enter your business or
"doing business as" name. You may use either your social security number or,
if you have one, your employer identification number.
(4) List first and circle the name of the legal trust, estate or pension trust.
Note: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
18
<PAGE>
OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number, at the local office
of the Social Security Administration or the Internal Revenue Service (the
"IRS") and apply for a number. You may also obtain Form SS-4 by calling the IRS
at 1-800-TAX-FORM.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include
the following:
- An organization exempt from tax under section 501(a), or an individual
retirement account.
- The United States or any wholly-owned agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States or
any political subdivision or wholly-owned agency or instrumentality
thereof.
- A foreign government, a political subdivision of a foreign government, or
any wholly-owned agency or instrumentality thereof.
- An international organization or any wholly-owned agency or
instrumentality thereof.
Payees specifically exempted from backup withholding on interest and
dividend payments include the following:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the U.S.,
the District of Columbia, or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A foreign central bank of issue.
- A middleman known in the investment community as a nominee or who is
listed in the most recent publication of the American Society of Corporate
Secretaries, Inc. Nominee List.
Payments of dividends and patronage dividends not generally subject to
backup withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain Foreign organizations.
- Section 404(k) payments made by an ESOP.
19
<PAGE>
Payments of interest not generally subject to backup withholding including
the following:
Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600 or more
and is paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE
PAYER. FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER. CHECK THE BOX MARKED
"EXEMPT" IN PART II OF THE SUBSTITUTE FORM W-9 AND RETURN IT TO THE PAYER.
Certain payments other than dividends that are not subject to information
reporting are also not subject to backup withholding. For details, see sections
6041, 6041A(a), 6045, 6050A, 6050N and the regulations thereunder.
PRIVACY ACT NOTICE--Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to buyers who
must report the payments to the IRS. The IRS uses the numbers for identification
purposes and to help verify the accuracy of tax returns. The IRS also may
provide this information to the Department of Justice for civil and criminal
litigation and to cities, states, and the District of Columbia to carry out
their tax laws. Payers must be given the number whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividends and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
20
