<PAGE>
Exhibit 99.3
LETTER OF TRANSMITTAL
for
Tender of all Outstanding
Euro-denominated 12-3/4% Senior Notes Due 2010
in Exchange for
Euro-denominated 12-3/4% Senior Exchange Notes Due 2010
of
Winstar Communications, Inc.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _____________, 2000 (THE "EXPIRATION DATE"),
UNLESS EXTENDED BY WINSTAR COMMUNICATIONS, INC.
EXCHANGE AGENT:
CITIBANK, N.A.
Registered, Certified or Regular Mail By Facsimile:
and by Hand Delivery: (Reference: Winstar Communications
Exchange Offer):
Citibank, N.A. Citibank, N.A.
5 Carmelite Street +44-20-7508-3867
London Confirm by Telephone +44-20-7508-3894
EC4Y OPA
IN ORDER TO PARTICIPATE IN THIS EXCHANGE OFFER, THE REGISTERED HOLDER
OF THE OUTSTANDING NOTES ON THE RECORDS OF EUROCLEAR OR CLEARSTREAM, LUXEMBOURG,
AS THE CASE MAY BE, MUST ARRANGE TO BLOCK YOUR ACCOUNT WITH THE OUTSTANDING
NOTES. SUCH BLOCKING INSTRUCTIONS INDICATE ACCEPTANCE TO ALL TERMS OF THE
EXCHANGE OFFER.
The undersigned acknowledges receipt of the prospectus dated August ,
2000 ("Prospectus") of Winstar Communications, Inc. ("Company") which, together
with this Letter of Transmittal ("Letter of Transmittal"), constitute the
Company's offer ("Exchange Offer") to exchange a new series of Euro-denominated
12-3/4% Senior Exchange Notes Due 2010 ("Exchange Notes") of the Company for all
outstanding Euro-denominated 12-3/4% Senior Notes Due 2010 ("Outstanding Notes")
of the Company. The terms of the Exchange Notes are identical to the terms of
the Outstanding Notes for which they may be exchanged pursuant to the Exchange
Offer, except that the Exchange Notes will have been registered under the
Securities Act of 1933, as amended, and, therefore, will not bear legends
restricting the transfer thereof.
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.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE
FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE
PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
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List below the Outstanding 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 OUTSTANDING NOTES TENDERED HEREWITH
<TABLE>
<CAPTION>
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<S> <C> <C> <C>
Name(s) and address(es) of Certificate Aggregate Principal Principal Amount
Registered Holder(s) Number(s)* Amount Tendered
(Please fill in) Represented by Notes
Total
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</TABLE>
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* Need not be completed if Outstanding Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated, the holder will be deemed to have tendered the
full aggregate principal amount represented by the Outstanding Notes.
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This Letter of Transmittal is to be used if certificates for the
Outstanding Notes are to be forwarded herewith.
Unless the context requires otherwise, the term "Holder" for purposes
of this Letter of Transmittal means any person in whose name the Outstanding
Notes are registered or any other person who has obtained a properly completed
bond power from the registered holder.
All Holders of Outstanding Notes who wish to tender their Outstanding
Notes must, prior to the expiration date, deliver to Euroclear or Clearstream,
Luxembourg, as the case may be, a blocking instruction which indicates
acceptance of all of the terms of the Exchange Offer.
<PAGE>
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the above-described principal amount
of Outstanding Notes. Subject to, and effective upon, the acceptance for
exchange of the Outstanding 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 Outstanding 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 said Exchange Agent acts as the agent of
the undersigned in connection with the Exchange Offer) to: (a) deliver
certificates for such Outstanding Notes; (b) deliver Outstanding Notes and all
accompanying evidence of transfer and authenticity to or upon the order of the
Company upon receipt by the Exchange Agent, as the undersigned's agent, of the
Exchange Notes to which the undersigned is entitled to upon the acceptance by
the Company of the Outstanding Notes tendered under the Exchange Offer; and (c)
receive all benefits and otherwise exercise all rights of beneficial ownership
of the Outstanding Notes, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that it has full power
and authority to tender, exchange, assign and transfer the Outstanding Notes and
to acquire Exchange Notes issuable upon the exchange of such tendered
Outstanding Notes, and that, when the same are accepted for exchange, the
Company will acquire good and unencumbered title to the tendered Outstanding
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 Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer-Conditions to the 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, the Company may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
By tendering, each Holder of Outstanding Notes represents to the
Company that (i) the Exchange Notes acquired pursuant to the Exchange Offer are
being obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such Holder, (ii) neither the
Holder of Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes, and (iii) if the Holder is not a broker-dealer or is a
broker-dealer but will not receive Exchange Notes for its own account in
exchange for Outstanding Notes, neither the Holder nor any such other person is
engaged in or intends to participate in a distribution of the Exchange Notes
The undersigned acknowledges that, if it is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Outstanding Notes, it
represents that the Outstanding Notes to be exchanged for the Exchange Notes
were acquired by it as a result of market-making
<PAGE>
activities or other trading activities, and it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes. By acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes, the undersigned is not deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
All authority herein conferred or agreed to be conferred shall survive
the death, bankruptcy or incapacity of the undersigned and every obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Tendered Outstanding
Notes may be withdrawn at any time prior to 5:00 p.m., New York City Time on the
Expiration Date.
Certificates for all Exchange Notes delivered in exchange for tendered
Outstanding Notes and any Outstanding Notes delivered herewith but not
exchanged, 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.
<PAGE>
BOX 1
TENDERING HOLDER(S) SIGN HERE
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Signature(s) of Holder(s)
Dated: , 200__
(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
certificate(s) for Outstanding Notes or by any person(s) authorized to become
registered Holder(s) by endorsements and documents transmitted herewith. If
signature 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 the full title of such person.) See Instruction 3.
Name(s):
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(Please Print)
Capacity (full title):
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Address:
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(Including Zip Code)
Area Code and Telephone No.:
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Tax Identification No.
BOX 2
GUARANTEE OF SIGNATURE(S)
(If Required-See Instruction 3)
Authorized Signature:
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Name:
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Title:
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Address:
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Name of Firm:
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Area Code and Telephone No.:
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Dated: _______________, 200__
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BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDER(S)
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PAYOR'S NAME: Citibank, N.A., or in Luxembourg, Banque Internationale A
Luxembourg S.A.
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SUBSTITUTE Part 2--Check the box if you are NOT subject to backup
Form W-9 withholding because (a) you are exempt from backup
witholding, (b) you have not been notified by the
Internal Revenue Service (IRS) that you are subject to
Department of the backup withholding as a result of a failure to report
Treasury all interest or dividends, or (c) the IRS has notified
Internal you that you are no longer subject to backup
Revenue Service withholding. [__]
Request
for Taxpayer Check if Awaiting TIN. [__]
Identification Number
and
Certification
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CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE
INFORMATION PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE.
SIGNATURE DATE
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<PAGE>
BOX 4 BOX 5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if To be completed certificates for
certificates for Outstanding Notes Outstanding Notes in a principal
in a principal amount (at maturity amount (at maturity in the case of
in the case of Senior Discount Senior Discount Notes) not
Notes) are not exchanged, or exchanged, or Exchange Notes, are
Exchange Notes are to be issued in to be sent to someone other than
the name of someone other than the the person whose signature appears
person whose signature appears in in Box 2 or to an address other
Box 2, or if Outstanding Notes that shown in Box 1.
delivered by book-entry transfer
which are not accepted for exchange
are to be returned by credit to an
account maintained at the
book-entry transfer facility other
than the account indicated above.
Issue and deliver: Deliver:
(check appropriate boxes) (check appropriate boxes)
/ / Original Notes not tendered / / Original Notes not tendered
/ / Exchange Notes, to: / / Exchange Notes, to:
Name ______________________________ Name ______________________________
(Please Print) (Please Print)
Address ___________________________ Address ___________________________
___________________________ ___________________________
Please complete the Substitute
Form W-9 at Box 3
Tax I.D. or Social Security
Number: ___________________________
<PAGE>
INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
1. Delivery of this Letter of Transmittal and Certificates.
Certificates for all physically delivered Outstanding Notes or a confirmation of
book-entry transfer, as well as any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses set
forth herein on or prior to the Expiration Date.
The method of delivery of outstanding notes, letter of transmittal and
all other documents is at the Holder's election and risk. No letter of
transmittal or outstanding notes should be sent to the Company.
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 Outstanding Notes for exchange.
2. Partial Tenders; Withdrawals. Tenders of Outstanding Notes will be
accepted in denominations of (euro)1,000 and integral multiples in excess
thereof. If less than the entire principal amount of Outstanding Notes evidenced
by a submitted certificate or a confirmation of book-entry transfer is tendered,
the tendering Holder must fill in the principal amount tendered in the box
entitled "Principal Amount Tendered." A newly issued certificate for the
principal amount of Outstanding Notes submitted but not tendered will be sent to
such Holder as soon as practicable after the Expiration Date. All Outstanding
Notes represented by a certificate or by confirmation of a book-entry transfer
delivered to the applicable Exchange Agent will be deemed to have been tendered
unless otherwise indicated.
Tenders of Outstanding Notes pursuant to the Exchange Offer are
irrevocable, except that Outstanding Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Expiration Date. To be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the applicable
Exchange Agent. Any such notice of withdrawal must specify the person named in
the Letter of Transmittal as having tendered Outstanding Notes to be withdrawn,
the certificate numbers and designation of the Outstanding Notes to be
withdrawn, the principal amount of Outstanding Notes
<PAGE>
delivered for exchange, a statement that such a Holder is withdrawing its
election to have such Outstanding Notes exchanged, and the name of the
registered Holder of such Outstanding Notes, and must be signed by the Holder in
the same manner as the original signature on the Letter of Transmittal
(including any required signature guarantees) or be accompanied by evidence
satisfactory to the Company that the person withdrawing the tender has succeeded
to the beneficial ownership of the Outstanding Notes being withdrawn. The
applicable Exchange Agent will return the properly withdrawn Outstanding Notes
promptly following receipt of notice of withdrawal.
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 Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of
certificates without alteration, enlargement or any change whatsoever.
If any of the Outstanding 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 Outstanding 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
Outstanding Notes.
If this Letter of Transmittal is signed by the registered Holder and
(i) the entire principal amount at maturity of the Outstanding Notes are
tendered and/or (ii) untendered Outstanding Notes, if any, are to be issued to
the Holder, then the Holder need not endorse any certificates for tendered
Outstanding Notes, nor provide a separate bond power. In any other case, the
Holder must transmit a separate bond power with this Letter.
If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of the Outstanding Notes listed, such Outstanding
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 or Holders, in either case signed exactly as the name or
names of the registered Holder or Holders appear(s) on the Outstanding 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 Outstanding Notes are tendered: (i) by a
registered Holder of such Outstanding Notes, or (ii) for the account of any
Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for Outstanding Notes not exchanged are to be
issued or sent, if different from the name and address of the person signing
this Letter. In the case of issuance in a different name, the tax identification
number of the person named must also be indicated. Holders tendering Outstanding
Notes by book-entry transfer may request that Outstanding Notes not exchanged be
credited to such account maintained at the book-entry transfer facility as such
Holder may designate.
5. Tax Identification Number. Federal income tax law requires that a
holder whose tendered Outstanding Notes are accepted for exchange must provide
the Exchange Agent (as payor) with his or her correct taxpayer identification
number ("TIN"), which in the case of a Holder
<PAGE>
who is an individual, is his or her social security number. If the Exchange
Agent is not provided with the correct TIN, the Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, delivery to the
Holder of the Exchange Notes pursuant to the Exchange Offer may be subject to
back-up withholding. (If withholding results in overpayment of taxes, a refund
or credit may be obtained.) Exempt Holders (including, among others, all
corporations and certain foreign individuals) are not subject to these back-up
withholding and reporting requirements. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
6. Transfer Taxes. The Company shall pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes or Outstanding 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 Outstanding Notes tendered hereby, or if a transfer tax is imposed for
any reason other than the exchange of Outstanding Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) 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 6, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter
of Transmittal.
7. Waiver of Conditions. The Company reserves the absolute right to
waive, in whole or in part, any of the conditions to the Exchange Offer set
forth in the Prospectus.
8. Mutilated, Lost, Stolen or Destroyed Notes. Any Holder whose
Outstanding Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.
9. 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 Exchange Offer, as well a requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
Exchange Agent at the address specified in the Prospectus.
10. Irregularities. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be resolved by the Company, whose determination will be
final and binding. The Company reserves the absolute right to reject any or all
Letters of Transmittal or tenders that are not in proper form or the acceptance
of which would, in the opinion of the Company's counsel, be unlawful. The
Company also reserves the right to waive any irregularities or conditions of
tender as to the particular Outstanding Notes covered by any Letter of
Transmittal or tendered pursuant to such Letter of Transmittal. None of the
Company, the Exchange Agent or any other person will be under any duty to give
notification of any defects or irregularities in tenders or incur any liability
for failure to give any such notification. The Company's interpretation of the
terms and conditions of the Exchange Offer shall be final and binding.
11. Definitions. Capitalized terms used in this Letter of Transmittal
and not otherwise defined have the meanings given in the Prospectus.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with certificates for Outstanding Notes or a confirmation of book-entry transfer
and all other required documents) must be received by the Exchange Agent on or
prior to the Expiration Date.
