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<PAGE>   58
                               THE EXCHANGE OFFER
     We sold the original notes on March 17, 1999 (the "Issue Date") in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the "Securities Act"). The Initial Purchasers (as defined
below) subsequently resold the original notes to qualified institutional buyers
in reliance on Rule 144A and under Regulation S under the Securities Act.
     In connection with the sale of original notes to the Initial Purchasers
pursuant to the Purchase Agreement, dated March 12, 1999, among us and Goldman,
Sachs & Co., Chase Securities Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Bear, Stearns & Co. Inc., NationsBanc Montgomery Securities LLC,
Salomon Smith Barney Inc., Credit Lyonnais Securities (USA), Inc., First Union
Capital Markets Corp., Prudential Securities Incorporated, TD Securities (USA)
Inc., CIBC Oppenheimer Corp. and Nesbitt Burns Securities Inc. (collectively,
the "Initial Purchasers"), the holders of the original notes became entitled to
the benefits of the Exchange and Registration Rights Agreements dated March 17,
1999, among us and the Initial Purchasers (the "Registration Rights
     Under the Registration Rights Agreements, the Issuers became obligated to
(a) file a registration statement (the "Exchange Offer Registration Statement")
in connection with an exchange offer within 90 days after the Issue Date, and
(b) cause the Exchange Offer Registration Statement to become effective within
150 days after the Issue Date. The exchange offer being made hereby, if
consummated within the required time periods, will satisfy our obligations under
the Registration Rights Agreements. This prospectus, together with the Letter of
Transmittal, is being sent to all such beneficial holders known to the Issuers.
     Upon the terms and subject to the conditions set forth in this prospectus
and in the accompanying Letter of Transmittal, the Issuers will accept all
original notes properly tendered and not withdrawn prior to the expiration date.
The Issuers will issue $1,000 principal amount of new notes in exchange for each
$1,000 principal amount of outstanding original notes accepted in the exchange
offer. Holders may tender some or all of their original notes pursuant to the
exchange offer.
     Based on interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in Morgan Stanley & Co. Incorporated,
SEC No-Action Letter (available June 5, 1991) (the "Morgan Stanley Letter"),
Exxon Capital Holdings Corporation, SEC No-Action Letter (available May 13,
1988) (the "Exxon Capital Letter") and similar letters, we believe that new
notes issued pursuant to the exchange offer in exchange for original notes may
be offered for resale, resold and otherwise transferred by any person who
received such new notes, whether or not such person is the holder (other than
any such holder or other person which is (i) a broker-dealer that receives new
notes for its own account in exchange for original notes, where such original
notes were acquired by such broker-dealer as a result of market-making or other
trading activities, or (ii) an "affiliate" of ours within the meaning of Rule
405 under the Securities Act (collectively, "Restricted Holders")) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that such new notes are acquired in the ordinary course
of such holder's or other person's business, neither such holder nor such other
person is engaged in or intends to engage in any distribution of the