The Exchange Offer
The Exchange Offer........
The issuers are offering to exchange $196,000,000
aggregate principal amount at maturity of 11 7/8%
senior discount notes which have been registered
under the Securities Act of 1933 for $196,000,000
aggregate principal amount at maturity of their
outstanding 11 7/8% senior discount notes due 2008
which were issued in December 1998.
The new notes are substantially identical to the
old notes, except that some of the transfer
restrictions and registration rights relating to
the old notes do not apply to the new notes.
Expiration Date........... The exchange offer will expire at 5:00 p.m., New
York City time, on , 1999, unless we
Withdrawal Rights......... You may withdraw your tender of your notes at any
time before 5:00 p.m., New York City time, on the
expiration date of the exchange offer.
Conditions of the
Exchange Offer............ The exchange offer is subject to customary
conditions, which the issuers may waive. Please
read "The Exchange Offer--Conditions" section of
this prospectus for more information regarding
conditions of the exchange offer.
Procedures for Tendering
If you are a holder of old notes and wish to accept
the exchange offer, you must either:
(a) complete, sign and date the accompanying letter
of transmittal, or a facsimile thereof and mail
or otherwise deliver the documentation,
together with your old notes, to the exchange
agent at the address shown under "The Exchange
Offer--Exchange Agent;" or
(b) arrange for The Depository Trust Company to
transmit the required information to the
exchange agent for this exchange offer in
connection with a book-entry transfer.
Certain United States
Federal Income Tax
Consequences.............. Your exchange of old notes for new notes in the
exchange offer will not result in any gain or loss
to you for federal income tax purposes. See the
"Certain United States Federal Income Tax
Consequences" section of this prospectus.
Consequences of Failure
Old notes that are not exchanged will continue to
be subject to the existing transfer restrictions
after the exchange offer. The issuers will have no
further obligation to register the old notes. If
you do not participate in the exchange offer, the
liquidity of your notes could be adversely
Procedures for Beneficial If you are the beneficial owner of old notes
Owners.................... registered in the name of a broker, dealer or other
nominee and you wish to tender your notes, you
should contact the person in whose name your notes
are registered and promptly instruct the person to
tender on your behalf.