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<PAGE>   8
                               THE EXCHANGE OFFER
Resales Without Further
Registration....................    We believe that the new notes issued
                                    pursuant to the exchange offer in exchange
                                    for original notes may be offered for
                                    resale, resold and otherwise transferred by
                                    you without compliance with the registration
                                    and prospectus delivery provisions of the
                                    Securities Act of 1933, provided that:
                                    -  you are acquiring the new notes issued in
                                       the exchange offer in the ordinary course
                                       of your business;
                                    -  you have not engaged in, do not intend to
                                       engage in, and have no arrangement or
                                       understanding with any person to
                                       participate in the distribution of the
                                       new notes issued to you in the exchange
                                       offer; and
                                    -  you are not our "affiliate," as defined
                                       under Rule 405 of the Securities Act.
                                    Each of the participating broker-dealers
                                    that receives new notes for its own account
                                    in exchange for original notes that were
                                    acquired by such broker or dealer as a
                                    result of market-making or other activities
                                    must acknowledge that it will deliver a
                                    prospectus in connection with the resale of
                                    the new notes.
Expiration Date.................    5:00 p.m., New York City time, on
                                                   , 1999, unless we extend the
                                    exchange offer.
Exchange and Registration Rights
  Agreements....................    You have the right to exchange the original
                                    notes that you hold for new notes with
                                    substantially identical terms. This exchange
                                    offer is intended to satisfy these rights.
                                    Once the exchange offer is complete, you
                                    will no longer be entitled to any exchange
                                    or registration rights with respect to your
Accrued Interest on the New
Notes and Original Notes........    The new notes will bear interest from March
                                    17, 1999. Holders of original notes which
                                    are accepted for exchange will be deemed to
                                    have waived the right to receive any payment
                                    in respect of interest on such original
                                    notes accrued to the date of issuance of the
                                    new notes.
Conditions to the Exchange
Offer...........................    The exchange offer is conditioned upon
                                    certain customary conditions which we may
                                    waive and upon compliance with securities