CONDITIONS OF THE EXCHANGE
OFFER......................... The Exchange Offer is not subject to any
condition other than that the Exchange Offer
not violate applicable law or any applicable
interpretation of the Staff of the Commission.
See "The Exchange Offer -- Conditions of the
Exchange Offer."
PROCEDURES FOR TENDERING
ORIGINAL NOTES................ Each Holder of Original Notes wishing to
participate in the Exchange Offer must
complete, sign and date the Letter of
Transmittal, or a facsimile thereof, in
accordance with the instructions contained
herein and therein, and mail or otherwise
deliver such Letter of Transmittal, or such
facsimile, together with such Original Notes
and any other required documentation to The
Bank of New York, as exchange agent for the
Notes (the "Exchange Agent"), at the address
set forth herein. By executing the Letter of
Transmittal, each Holder will represent to the
Company (on its own behalf and on behalf of any
beneficial owner of any Original Note subject
to the Letter of Transmittal) that, among other
things, (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, (ii)
neither the Holder nor any such other person is
participating in or intends to participate in a
distribution of such Exchange Notes, (iii)
neither the Holder nor any other person has an
arrangement or understanding with any person to
participate in the distribution of such
Exchange Notes and (iv) neither the Holder nor
any such other person is an Affiliate of the
Company. See "The Exchange Offer -- Procedures
for Tendering."
SPECIAL PROCEDURES FOR
BENEFICIAL OWNERS............. Any beneficial owner whose Original Notes are
registered in the name of a broker, dealer,
commercial bank, trust company or other nominee
and who wishes to tender such Original Notes in
the Exchange Offer should contact such
registered holder promptly and instruct such
registered holder to tender on such beneficial
owner's behalf. If such beneficial owner wishes
to tender on such owner's own behalf, such
owner must, prior to completing and executing
the Letter of Transmittal and delivering its
Original Notes, either make appropriate
arrangements to register ownership of the
Original Notes in such owner's name or obtain a
properly completed bond power from the
registered holder. The transfer of registered
ownership may take considerable time and may
not be able to be completed prior to the
Expiration Date. See "The Exchange
Offer -- Procedures for Tendering."
GUARANTEED DELIVERY
PROCEDURES.................... If Holders wish to tender their Original Notes
and time will not permit the required documents
to reach the Exchange Agent by the Expiration
Date, or the procedure for book-entry transfer
cannot be completed on time or certificates for
registered Original Notes cannot be delivered
on time, such Holders may tender their Original
Notes pursuant to the procedures described in
this Prospectus in "The Exchange
Offer-- Guaranteed Delivery Procedures."
WITHDRAWAL RIGHTS............. Holders may withdraw the tender of their Notes
at any time prior to 5:00 p.m. New York City
time on , 1998.
7
CERTAIN U.S. FEDERAL INCOME
TAX CONSEQUENCES.............. The exchange of Original Notes for the Exchange
Notes will not be a taxable exchange for U.S.
federal income tax purposes. Therefore, Holders
will not recognize any taxable gain or loss or
other income as a result of such exchange. The
tax treatment of the Exchange Notes will be the
same as for the Original Notes. See "Certain
Federal Income Tax Consequences."
USE OF PROCEEDS............... The Company will not receive any proceeds from
the issuance of the Exchange Notes pursuant to
the Exchange Offer. The Company will pay all
expenses incident to the Exchange Offer. See
"Use of Proceeds."
EXCHANGE AGENT................ The Bank of New York is serving as Exchange
Agent in connection with the Exchange Offer.
8
SUMMARY OF TERMS OF THE EXCHANGE NOTES
The form and terms of the Exchange Notes are the same as the form and terms of the Original Notes, except that the Exchange Notes will be registered under the Securities Act and, therefore, will not bear legends restricting their transfer and generally will not be entitled to registration under the Securities Act. The Exchange Notes will evidence the same debt as the Original Notes and both the Original Notes and the Exchange Notes are and will be governed by the same Indenture.
SECURITIES OFFERED............ $530,000,000 aggregate principal amount at
maturity ($325,987,100 aggregate initial
Accreted Value) of 10% Senior Discount Notes
due 2008.
MATURITY...................... May 1, 2008.
YIELD AND INTEREST............ The Original Notes were, and the Exchange Notes
will be, sold at a substantial discount from
their principal amount at maturity, and there
will not be any payment of interest on the
Notes prior to November 1, 2003. The Notes will
fully accrete to face value on May 1, 2003.
From and after May 1, 2003, the Notes will bear
interest, which will be payable in cash, at a
rate of 10% per annum on each May 1 and
November 1, commencing November 1, 2003.
OPTIONAL REDEMPTION........... The Notes are redeemable, at the option of the
Company, in whole or in part, at any time on or
after May 1, 2003, at the redemption prices set
forth herein, plus accrued interest, if any, to
the date of redemption. At any time prior to
May 1, 2001, the Company also may redeem up to
35% of the aggregate principal amount at
maturity of the Notes with the proceeds of one
or more sales of Capital Stock (other than
Disqualified Stock), at 110% of their Accreted
Value on the redemption date, plus accrued and
unpaid interest, if any, to the date of
redemption; provided that after any such
redemption at least 65% of the aggregate
principal amount at maturity of Notes
originally issued remains outstanding. In
addition, at any time prior to May 1, 2003, the
Company may redeem all, but not less than all,
of the Notes at a redemption price equal to the
sum of (i) the Accreted Value on the redemption
date, plus (ii) accrued and unpaid interest, if
any, to the redemption date, plus (iii) the
Applicable Premium. See "Description of the
Exchange Notes -- Optional Redemption."
CHANGE OF CONTROL............. Upon a Change of Control (as defined herein),
the Company will be required to make an Offer
to Purchase (as defined herein) the Notes at a
purchase price equal to 101% of their Accreted
Value on the date of purchase, plus accrued
interest, if any. There can be no assurance
that the Company will have sufficient funds
available at the time of any Change of Control
to make any required debt repayment (including
repurchases of the Notes). See "Description of
the Exchange Notes -- Repurchase of Notes Upon
a Change of Control."
RANKING....................... The Original Notes are, and the Exchange Notes
will be, senior unsecured indebtedness of the
Company ranking pari passu with the Company's
existing and future unsubordinated, unsecured
indebtedness and senior in right of payment to
all subordinated indebtedness of the Company.
The Notes will be effectively subordinated to
all secured indebtedness and to all existing
and future |
