<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM T-3/A
(Amendment No. 3)
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
NEW MILLENNIUM HOMES, LLC
------------------------------------------------
(Name of applicant)
2823 McGaw, Irvine, California 92614
------------------------------------------------
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED:
TITLE OF CLASS AMOUNT
-------------- ------
Zero Coupon Notes Up to an aggregate principal
due December 31, 2004 amount of $116,843,000
Approximate date of proposed public offering: As soon as practicable after this
application for qualification becomes effective.
Name and address of agent for service:
-------------------------------------
Greg R. Petersen
c/o New Millennium Homes, LLC
2823 McGaw
Irvine, California 92614
With a copy to:
--------------
Karen E. Bertero
Gibson, Dunn & Crutcher LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
The obligor hereby amends this application for qualification on such date
or dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of an amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
obligor.
<PAGE>
GENERAL
1. General Information.
-------------------
(a) The Applicant, New Millennium Homes, LLC ("New Millennium"), is a
--------------
limited liability company.
(b) The Applicant was organized under the laws of the State of Delaware.
2. Securities Act Exemption Applicable.
-----------------------------------
The Applicant intends to offer, upon the terms and subject to the
conditions set forth in an Exchange Offer and Consent Solicitation (the
"Exchange Offer") and an accompanying letter of transmittal and consent form
--------------
(the "Letter of Transmittal and Consent Form") filed as exhibits hereto, to
--------------------------------------
exchange (the "Exchange") up to $116,843,000 principal amount of its Zero Coupon
--------
Notes due December 31, 2004 (the "New Notes") to be issued after qualification
pursuant to the indenture to be qualified under this Form T-3 (the "New
---
Indenture") and shares of Participating Preferred Stock of New Millennium (the
---------
"Participating Preferred") for all its outstanding 14% Senior Notes due
-----------------------
September 3, 2004 (the "Senior Notes") properly tendered for exchange and not
------------
withdrawn.
The Applicant also intends to solicit, pursuant to the Exchange Offer,
(a) waivers from the holders of Senior Notes to waive any and all rights to
receive accrued and future liquidated damages (the "Liquidated Damages")
------------------
pursuant to the Registration Rights Agreement dated as of September 3, 1997 (the
"Registration Rights Agreement") between New Millennium and certain purchasers
-----------------------------
of the Senior Notes;
(b) the consent of the holders of Senior Notes to certain amendments to the
indenture pursuant to which the Senior Notes were issued (the "Senior Notes
Indenture") and the related pledge agreement (the "Senior Notes Pledge
Agreement") dated as of September 3, 1997 by and between the Applicant, as
Pledgor, and First Trust National Association (the predecessor to U.S. Bank
Trust National Association), as Secured Party; and
(c) the Senior Noteholders' consent to and support of a plan of reorganization
under Chapter 11 of the United States Bankruptcy Code in which the Senior Notes
would be exchanged for New Notes and Participating Preferred on substantially
the same terms as described in the Exchange Offer, if the Exchange is not
consummated and the Applicant determines to pursue such course.
The Exchange Offer is being made by the Applicant in reliance on an
exemption from the registration requirements of the Securities Act of 1933, as
amended, afforded by Section 3(a)(9) thereof. There have not been and there are
not to be any sales of New Notes or shares of Participating Preferred by the
Applicant or by or through an underwriter at or about the same time as the
Exchange Offer. No cash payment has been made or will be made by any holder of
the New Notes or Participating Preferred. New Millennium has engaged U.S. Bank
Corporate Trust to act as exchange agent (the "Exchange Agent") in connection
--------------
with the Exchange Offer. The Exchange Agent will not solicit any Exchange of
Senior Notes of any holder of the Senior Notes nor make any recommendation to
any holder of Senior Notes with respect to the Exchange Offer, and no portion of
the fee to be paid to the Exchange Agent are contingent on the consummation of
the Exchange. The Exchange Agent will assist the Applicant by contacting holders
of Senior Notes to inquire whether they have received the Exchange Offer and
related material or have any questions concerning such documents (with answers
limited to the information contained in the Exchange Offer) and reviewing
documentation submitted by tendering noteholders in the Exchange to determine
compliance with the requirements of the Exchange Offer. The Exchange Agent will
be paid a fee of $5,000 and will be reimbursed for out-of-pocket expenses. Other
than such fees, there has been and will be no consideration that has been or is
to be given, directly or indirectly, to any person in connection with the
Exchange Offer. The Applicant will not pay any commission or other remuneration
to any broker, dealer, salesperson or other person for soliciting the tender of
Senior Notes pursuant to the Exchange Offer.
2
<PAGE>
AFFILIATIONS
3. Affiliates.
----------
The following table sets forth information regarding the beneficial
ownership of the outstanding voting stock of New Millennium by:
. each person known to us to be the beneficial owner of more than 5% of the
outstanding Common Shares of New Millennium; and
. each director and executive officer of New Millennium.
<TABLE>
<CAPTION>
Name and Complete Mailing Percent of
Address of Affiliate Common Shares Common Shares
------------------------- ------------- -------------
<S> <C> <C>
B III Capital Partners, L.P.
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02482 4,579,275 22.69%
DayStar Partners, L.P.
4111 Theodore Fremd Ave.
Rye, NY 10580 5,235,511 25.94%
Greg R. Petersen, Director
and Executive Officer
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 453,969 2.25%
Lou Malone, Executive Officer
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 151,322 *
David Wheatley, Executive Officer
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 50,441 *
James M. Schliep, Executive Officer
c/o New Millennium Homes, LLC
</TABLE>
3
<PAGE>
<TABLE>
<S> <C> <C>
2823 McGaw, Irvine, California
92614 50,441 *
Jim Birmingham, Executive
Officer
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 -0- --
Judy K. Mencher, Director
c/o DDJ Capital Management,
LLC
141 Linden Street
Wellesley, MA 02482 4,584,275/1/ 22.71%
Michael Murr, Director
c/o DayStar Partners, L.P.
4111 Theodore Fremd Ave.
Rye, NY 10580 5,235,511/2/ 25.94%
Dale V. Kesler, Director
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 5,000 *
Charles Yamarone, Director
c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California
92614 5,000 *
</TABLE>
-------------------------
* Less than 1%
--------------------------------------------
/1/ Ms. Mencher may be deemed to be the beneficial owner of the 4,579,275
Common Shares owned by B III Capital Partners by virtue of her position as
a member of DDJ Capital Management, LLC, Manager of DDJ Capital III, LLC
and General Partner of B III Capital Partners, L.P. Ms. Mencher disclaims
beneficial ownership of those shares.
/2/ Mr. Murr may be deemed to be the beneficial owner of the 5,235,511 Common
Shares owned by DayStar Partners, L.P. by virtue of his position as a
Managing Director of DayStar Partners, L.P. Mr. Murr disclaims beneficial
ownership of those shares.
4
<PAGE>
Corporate Affiliates
--------------------
Set forth below are all direct and indirect subsidiaries of New Millennium,
showing the relationship of each to the Applicant and to each other. The
capital stock of each subsidiary is wholly owned by New Millennium.
Subsidiaries of New Millennium
------------------------------
. NM Homes One, Inc., a Delaware corporation, wholly-owned Subsidiary
of New Millennium and sibling of NM Homes Two, Inc.
. NM Homes Two, Inc., a Delaware corporation, wholly-owned subsidiary
of New Millennium and sibling of NM Homes One, Inc.
MANAGEMENT AND CONTROL
4. Directors and Executive Officers.
--------------------------------
Set forth below are the names, complete mailing addresses of and all
offices held by all directors and executive officers of the Applicant and all
persons chosen to become directors or executive officers.
<TABLE>
<CAPTION>
Name Address Office
----- ------- ------
<S> <C> <C>
Chuck Yamarone c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California 92614 Director since September 1997
Michael Murr c/o DayStar Partners, L.P.
4111 Theodore
Fremd Ave.
Rye, NY 10580 Director since February 2000
Dale Kesler c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California 92614 Director since September 1997
Judy K. Mencher c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02482 Director since September 1997
Greg R. Petersen c/o New Millennium Homes, LLC Director since April 2000,
2823 McGaw, Irvine, California 92614 President & Chief Executive
Officer
James M. Schliep c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California 92614 Vice President, Chief Financial
Officer and Treasurer, Secretary
Jim Birmingham c/o New Millennium Homes, LLC
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
2823 McGaw, Irvine, California 92614 Vice President of Operations
David Wheatley c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California 92614 Vice President-Planning and Design
Louis J. Malone c/o New Millennium Homes, LLC
2823 McGaw, Irvine, California 92614 Executive Vice President
</TABLE>
5. Principal Owners of Voting Securities.
-------------------------------------
The following table sets forth information regarding each beneficial owner
of 10 percent or more of New Millennium's voting securities as of May 31, 2000.
<TABLE>
<CAPTION>
Title of
Name and Complete -------- Percentage of Voting
Mailing Address Class Owned(1) Amount Owned Securities Owned
--------------- -------------- ------------ --------------------
<S> <C> <C> <C>
B III Capital Partners
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02482 Common Shares 4,579,275 22.69%
Judy K. Mencher
c/o DDJ Capital Management, LLC
141 Linden Street
Wellesley, MA 02482 Common Shares 4,584,275/1/ 22.71%
DayStar Partners, L.P.
4111 Theodore Fremd Ave.
Rye, NY 10580 Common Shares 5,235,511 25.94%
</TABLE>
------------------------
/1/ Ms. Mencher may be deemed to be the beneficial owner of the 4,579,275
common shares owned by B III Capital Partners by virtue of her position as
a member of DDJ Capital Management, LLC, Manager of DDJ Capital III, LLC
and General Partner of B III Capital Partners, L.P. Ms. Mencher disclaims
beneficial ownership of those shares.
6
<PAGE>
<TABLE>
<S> <C> <C> <C>
Michael Murr/2/
c/o DayStar Partners, L.P.
4111 Theodore Fremd Ave.
Rye, NY 10580 Common Shares 5,235,511 25.94%
</TABLE>
The Applicant is not aware of any other person owning 10 percent or more of
New Millennium's voting securities.
UNDERWRITERS
6. Underwriters.
------------
(a) Within three years prior to the date of the filing of this Application,
no person acted as an underwriter of any securities of the Applicant which were
outstanding on the date of this Application.
(b) No person is acting as principal underwriter of the securities proposed
to be offered pursuant to the New Indenture.
CAPITAL SECURITIES
7. Capitalization.
--------------
(a) Set forth below is certain information with respect to each authorized
class of securities of the Applicant as of May 31, 2000:
Capital Stock as of May 31, 2000
<TABLE>
<CAPTION>
Title of Class Amount Authorized Amount Outstanding
-------------- ----------------- ------------------
<S> <C> <C>
Common Shares 30,000,000 Common Shares 20,182,951
</TABLE>
Debt Securities as of May 31, 2000
<TABLE>
<CAPTION>
Designation of Debt Amount Authorized Amount Outstanding
------------------- ----------------- ------------------
<S> <C> <C>
14% Senior Notes due $126,000,000 aggregate $126,000,000 aggregate
September 3, 2004 principal amount principal amount
</TABLE>
-----------------
/2/ Mr. Murr may be deemed to be the beneficial owner of the 5,235,511 Common
Shares owned by DayStar Partners, L.P. by virtue of his position as a
Managing Director of DayStar Partners, L.P. Mr. Murr disclaims beneficial
ownership of those shares.
7
<PAGE>
(b) Each Common Share is entitled to one vote on all matters submitted to a
vote of shareholders. The 14% Senior Notes due 2004 do not have voting rights
other than with respect to amendments to certain provisions of the Indenture
effecting the rights of holders of such notes.
INDENTURE SECURITIES
8. Analysis of Indenture Provisions.
--------------------------------
The New Notes will be subject to the New Indenture among the Applicant, NM
Homes One, Inc. and NM Homes Two, Inc. as guarantors (each a "Guarantor" and
---------
collectively, the "Guarantors"), and U.S. Bank Trust National Association, as
----------
trustee (the "Trustee"). The following is a general description of certain
-------
provisions of the New Indenture to be filed as an exhibit hereto, and the
description is qualified in its entirety by reference thereto. Capitalized
terms used below and not defined herein have the same meanings as in the New
Indenture.
(a) Events of Default; Withholding of Notice. The term "Event of Default"
----------------------------------------
when used in the New Indenture means any one of the following: (i) default in
the payment of interest on any New Notes when it becomes due and payable and
continuance of such default for a period of 30 days; (ii) default in the payment
of all or any portion of the principal of, or premium, if any, on, any New Notes
when it becomes due and payable at maturity, upon acceleration, redemption or
otherwise; (iii) the Applicant or any Subsidiary defaults in the performance of
or breaches any other covenant or agreement in the New Indenture, under the New
Notes or under any pledge agreement or guarantee executed and delivered by the
Applicant or any Subsidiary in connection with the issuance of the New Notes
(collectively, the "Applicable Documents"), and such default continues for 30
--------------------
consecutive days after notice of default from the Trustee or notice of default
to the Applicant and the Trustee by the holders of more than 25% of the
aggregate outstanding principal amount of New Notes; (iv) an event of default
occurs with respect to any issue or issues of Indebtedness of the Applicant
and/or one or more of its Subsidiaries having an outstanding principal amount of
$15 million or more in the aggregate for all such issues of all such entities
and the holders thereof declare such Indebtedness due and payable prior to its
stated maturity and such Indebtedness is not thereafter paid in full, or the
acceleration thereof is not rescinded or annulled, within 30 days after such
acceleration; (v) any final judgment or order (not covered by insurance) for the
payment of money in excess of $15 million is rendered against the Applicant or
any Subsidiary and is not discharged and there is any period of 60 consecutive
days following entry of the final judgment or order that causes the aggregate
amount for all such final judgments or orders to exceed $10 million during which
a stay of enforcement of such final judgment or order is not in effect; (vi)
certain events of bankruptcy, insolvency, reorganization, liquidation or winding
up relating to the Applicant or the Guarantors; (vii) the Applicant and/or one
or more Subsidiaries fails to make at the final (but not any interim) fixed
maturity of one or more issues of Indebtedness a principal payment or payments
aggregating more than $10 million and all such defaulted payments are not made,
waived or extended within 30 days of the payment default which caused the
aggregate amount of such defaulted payments to exceed $10 million; or (viii) any
of the Applicable Documents ceases, for any reason, to be in full force and
effect in any material respect, except as a result of an amendment, waiver or
termination thereof as contemplated or permitted therein.
8
<PAGE>
The New Indenture provides that the Trustee, within 90 days after the
occurrence of a default, will give notice thereof by mail to all holders of New
Notes, unless the default has been cured or waived prior to the date that notice
otherwise would have been required to be delivered to the holders of the New
Notes; provided, however, that, except in the case of a default in the payment
-------- -------
of the principal of, premium, if any, or interest on, the New Notes, the Trustee
may withhold such notice if and so long as the Board of Directors of the
Applicant, the executive committee or a trust committee of directors or trustees
or Responsible Officers (as defined in the New Indenture) of the Trustee, or any
combination of the foregoing, in good faith determine that such withholding is
in the interest of the holders of the New Notes.
In case an Event of Default occurs and is continuing, the Trustee or the
Holders of not less than 25% of the outstanding principal amount of the New
Notes, by notice in writing to the Applicant (and to the Trustee, if given by
the holders of the New Notes), may declare the principal of and accrued interest
on all the New Notes to be immediately due and payable. Such declaration will
automatically be annulled and rescinded in the case of a default described in
clause (iv) above if the event of default triggering the Event of Default shall
be cured by the applicable entity or waived by the holders of the relevant
Indebtedness within 30 days after the occurrence of such Event of Default and
the applicable entity delivers a certificate of an appropriate officer to that
effect, and any past defaults may be waived (and any acceleration rescinded and
annulled) by the holders of a majority of the then outstanding aggregate
principal amount of the New Notes, upon the conditions provided in the New
Indenture.
(b) Authentication and Delivery of New Notes; Application of Proceeds.
-----------------------------------------------------------------
The New Notes will be executed on behalf of the Applicant by its Chairman of the
Board, President or one of its Vice Presidents under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the New Notes may be
manual or facsimile. A New Note will not be valid until there appears on such
New Note a certificate of authentication duly executed by the Trustee by manual
signature of an authorized officer.
Because the New Notes are being issued in exchange for the Senior Notes,
there will be no proceeds from the issuance of the New Notes.
(c) Release or Substitution of Property. In order to secure the payment of
all principal and interest and all other obligations of the Applicant under the
New Indenture and the New Notes, the Applicant will pledge, pursuant to a pledge
agreement (the "New Pledge Agreement") between the Applicant and the Trustee as
Secured Party thereunder, all of the issued and outstanding capital stock (all
of which is owned by the Applicant) of each of the Guarantors (the "Pledged
-------
Stock"), which capital stock currently is pledged as security for the
Applicant's obligations under the Senior Notes Indenture and the Senior Notes
pursuant to the Senior Notes Pledge Agreement. The Pledged Stock will be
released from the Security Interest created by the New Pledge Agreement if:
(i) pursuant to the New Indenture, (A) all New Notes previously
authenticated and delivered (and any securities issued under the New Indenture)
have been delivered to the Trustee for cancellation and the Applicant has paid
all sums payable by it under the New Indenture or (B) the New Notes mature or
all of them are called for redemption within one year from the date of the New
Indenture and (1) the Applicant deposits funds in irrevocable trust sufficient
to pay all principal
9
<PAGE>
on the New Notes to the date of maturity or redemption and any other amounts due
under the New Indenture, (2) no Event of Default has occurred and exists as of
the date of deposit, (3) such deposit does not violate or constitute a default
under the New Indenture or any other agreement to which the Applicant is bound
and (4) the Applicant delivers an Officers Certificate and Opinion of Counsel
that all conditions precedent to the satisfaction and discharge of the New
Indenture have been complied with; and
(ii) pursuant to the New Pledge Agreement, the "Secured Obligations" have
been paid in full, which "Secured Obligations" are defined as any and all
present and future obligations and liabilities of the Applicant of every type
and description to the Secured Party thereunder, or any of its successors or
assigns, or any Person entitled to indemnification under the New Indenture or
the New Notes, arising under or in connection with the New Indenture and/or the
New Notes, whether for principal, interest, letter of credit or other
reimbursement obligations, cash collateral cover, fees, expenses, indemnities or
other amounts (including attorneys' fees and expenses) or arising under or in
connection with the New Pledge Agreement, including for reimbursement of amounts
that may be advanced or expended by the Secured Party thereunder (A) to satisfy
amounts required to be paid by the Applicant under the New Pledge Agreement, the
New Indenture and/or the New Notes for taxes, insurance premiums or otherwise
(together with interest, to the extent provided) or (B) to maintain or preserve
any collateral or to create, perfect, continue or protect any collateral or
security interest therein, or its priority.
(d) Satisfaction and Discharge of the New Indenture. The New Indenture
-----------------------------------------------
will be discharged and canceled upon payment of all the principal of, and
premium, if any, and interest, if any, on the New Notes, redemption of all New
Notes or deposit with the Trustee of funds or obligations issued or guarantied
by the United States sufficient for such payment or redemption.
(e) Statement as to Compliance. The Guarantors and the Applicant are each
--------------------------
required to furnish to the Trustee within 120 days after the close of each
fiscal year an officers' certificate to the effect that a review of their
respective activities has been made with a view to determining whether their
obligations under the New Indenture and the New Notes have been complied with
and as to whether the signers have obtained knowledge of any default in the
fulfillment of any such obligation during such fiscal year. If the Applicant
obtains knowledge of any such default, it is required promptly to notify the
Trustee of such default and the action it is taking and proposes to take with
respect thereto.
9. Other Obligors.
--------------
The full performance of the New Notes and the New Indenture by the
Applicant will be jointly and severally guarantied by the Guarantors, each of
which is a wholly-owned direct operating Subsidiary of the Applicant. The
complete mailing address of NM Homes One, Inc. and NM Homes Two, Inc. is: 2823
McGaw; Irvine, California; 92614.
Contents of application for qualification. This application for
-----------------------------------------
qualification comprises--
(a) Pages numbered 1 to 12, consecutively (and an attached Exhibit Index);
10
<PAGE>
(b) The statement of eligibility and qualification of each trustee under
the indenture to be qualified (to be filed by amendment); and
(c) The following exhibits in addition to those filed as a part of the
statement of eligibility and qualification of each trustee:
Exhibit T3A* Certificate of Formation of New Millennium Homes, LLC,
----------- currently in effect.
Exhibit T3B* Limited Liability Company Agreement of New Millennium
----------- Homes, LLC, as amended and currently in effect.
Exhibit T3C Form of Indenture among New Millennium Homes, LLC as
----------- issuer, NM Homes One, Inc., as Guarantor, NM Homes Two,
Inc. as Guarantor and U.S. Bank Trust National
Association, as Trustee. To be filed by amendment.
Exhibit T3E.1* Form of Exchange Offer and Consent Solicitation
------------- (including Annex I - Proposed Amendments).
Exhibit T3E.2* Form of Letter of Transmittal and Consent.
-------------
Exhibit T3E.3* Form of Letter to Brokers.
-------------
Exhibit T3E.4* Form of Letter from Brokers to Clients.
-------------
Exhibit T3E.5* Notice of Guaranteed Delivery.
-------------
Exhibit T3E.6* Form of Guidelines for Certification of Taxpayer
------------- Identification Number on Substitute Form W-9.
Exhibit T3E.7 Supplement to Exchange Offer and Consent Solicitation,
------------- dated August 10, 2000.
Exhibit T3F Cross reference sheet showing the location in the New
----------- Indenture of the provisions inserted therein pursuant to
Sections 310 through 318(a), inclusive, of the Act (to be
included as part of Exhibit T3C). To be filed by
amendment.
_______________________
* Previously filed.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, New Millennium Homes, LLC, a limited liability company organized and
existing under the laws of Delaware, has duly caused this application to be
signed on its behalf by the undersigned, thereunto duly authorized, and its seal
to be hereunto affixed and attested, all in the City of Irvine, and State of
California, on the 15th day of August, 2000.
(SEAL) NEW MILLENNIUM HOMES, LLC
By: /s/ Greg R. Petersen
____________________________
Greg R. Petersen
President
Attest: /s/ Greg R. Petersen
_____________________________
Greg R. Petersen
President
12
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
Exhibit T3A* Certificate of Formation of New Millennium Homes, LLC,
----------- currently in effect.
Exhibit T3B* Limited Liability Company Agreement of New Millennium
----------- Homes, LLC, as amended and currently in effect.
Exhibit T3C Form of Indenture among New Millennium Homes, LLC as
----------- issuer, NM Homes One, Inc., as Guarantor, NM Homes Two,
Inc. as Guarantor and U.S. Bank Trust National
Association, as Trustee. To be filed by amendment.
Exhibit T3E.1* Form of Exchange Offer and Consent Solicitation
------------- (including Annex I - Proposed Amendments).
Exhibit T3E.2* Form of Letter of Transmittal and Consent Form.
-------------
Exhibit T3E.3* Form of Letter to Brokers.
-------------
Exhibit T3E.4* Form of Letter from Brokers to Clients.
-------------
Exhibit T3E.5* Notice of Guaranteed Delivery.
-------------
Exhibit T3E.6* Form of Guidelines for Certification of Taxpayer
------------- Identification Number on Substitute Form W-9.
Exhibit T3E.7 Supplement to Exchange Offer and Consent Solicitation,
------------- dated August 10, 2000.
Exhibit T3F Cross reference sheet showing the location in the New
Indenture of the provisions inserted therein pursuant to
Sections 310 through 318(a), inclusive, of the Act (to be
included as part of Exhibit T3C). To be filed by
amendment.
</TABLE>
______________________
* Previously filed.
