<PAGE>   1

                                                                  Exhibit 99.1

   
                  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
                    NEW YORK CITY TIME, ON FEBRUARY 26, 1999
                    (THE "EXPIRATION DATE"), UNLESS EXTENDED
                       BY ALLIED WASTE NORTH AMERICA, INC.
    


                        ALLIED WASTE NORTH AMERICA, INC.

                              LETTER OF TRANSMITTAL

                                OFFER TO EXCHANGE

              ALL OUTSTANDING 7 3/8% SERIES A SENIOR NOTES DUE 2004
                                 IN EXCHANGE FOR
                      7 3/8% SERIES B SENIOR NOTES DUE 2004

              ALL OUTSTANDING 7 5/8% SERIES A SENIOR NOTES DUE 2006
                                 IN EXCHANGE FOR
                      7 5/8% SERIES B SENIOR NOTES DUE 2006

              ALL OUTSTANDING 7 7/8% SERIES A SENIOR NOTES DUE 2009
                                 IN EXCHANGE FOR
                      7 7/8% SERIES B SENIOR NOTES DUE 2009

                                       OF
                        ALLIED WASTE NORTH AMERICA, INC.


   
                         THE EXCHANGE OFFER WILL EXPIRE
    AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 26, 1999, UNLESS EXTENDED.
    AS DESCRIBED HEREIN, WITHDRAWAL RIGHTS WITH RESPECT TO THE EXCHANGE OFFER
         ARE EXPECTED TO EXPIRE AT THE EXPIRATION OF THE EXCHANGE OFFER
    

                                 EXCHANGE AGENT:

                      U.S. BANK TRUST NATIONAL ASSOCIATION
<TABLE>
<S>                                                <C>
 By Hand, Mail or Overnight Delivery:               By Facsimile for Eligible Institutions:

     180 East Fifth Street                                    (651) 244-1537
  St. Paul, Minnesota 55101
   
Attention: Specialized Finance Department           Confirm by Telephone: (651) 244-5011
    
</TABLE>


PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY AND PRINT OR TYPE ALL
RESPONSES.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.

   
      The undersigned hereby acknowledges receipt of the Prospectus dated
January 27, 1999 (the "Prospectus") of Allied Waste North America, Inc. (the
"Company") and this Letter of Transmittal, which together constitute the
Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of
its 7 3/8% Series B Senior Notes due 2004, 7 5/8% Series B Senior Notes due 2006
and 7 7/8% Series B Senior Notes due 2009 (collectively, the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a Registration Statement of which the Prospectus
is a part for each $1,000 principal amount of its outstanding 7 3/8% Series A
Senior Notes due 2004, 7 5/8% Series A Senior Notes due 2006 and 7 7/8% Series A
Senior Notes due 2009 (collectively, the "Old Senior Notes"). The term
"Expiration Date" shall mean 5:00 p.m., New York City time, on February 26,
1999, unless the Company extends the Exchange Offer, in which case the term
shall mean the latest date and time to which the Exchange Offer is extended.
Following the consummation of the Exchange Offer, neither the Old Senior Notes
nor the Exchange Notes will be entitled to the contingent
    
<PAGE>   2
increase in interest rate provided pursuant to the Indenture and the Old Senior
Notes. Following the consummation of the Exchange Offer, holders of Old Senior
Notes and Exchange Notes will not have any further registration rights, and the
Old Senior Notes will continue to be subject to certain restrictions on
transfer. Capitalized terms used but not defined herein have the meaning given
to them in the Prospectus.

      The undersigned has completed, executed and delivered 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.

                                       2
<PAGE>   3
         YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. 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.

      List below the Old Senior Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate or
Registration Numbers and Principal Amounts should be listed on a separate signed
schedule affixed hereto.


                DESCRIPTION OF OLD SENIOR NOTES TENDERED HEREWITH
<TABLE>
<CAPTION>
      NAME(S) AND ADDRESS(ES) OF                                 AGGREGATE PRINCIPAL
         REGISTERED HOLDER(S)          CERTIFICATE              AMOUNT REPRESENTED BY        PRINCIPAL AMOUNT
           (PLEASE FILL IN)            NUMBER(S)*                     OLD NOTES                 TENDERED**
           ----------------            ----------                     ---------                 ----------
<S>                                   <C>                       <C>                          <C>

-------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
                                        TOTAL
</TABLE>


----------------
*    Need not be completed by Book-entry Holders.

**   Unless otherwise indicated, the Holder will be deemed to have tendered the
     full aggregate principal amount represented by such Old Senior Notes. All
     tenders must be in integral multiples of $1,000. See Instruction 2.


      This Letter of Transmittal is to be used (i) if certificates of Old Senior
Notes are to be forwarded herewith, (ii) if delivery of Old Senior Notes is to
be made by book-entry transfer to an account maintained by the Exchange Agent at
The Depository Trust Company, ("DTC") pursuant to the procedures set forth in
"The Exchange Offer -- Procedures for Tendering Old Senior Notes" in the
Prospectus or (iii) tender of the Old Senior Notes is to be made according to
the guaranteed delivery procedures described in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 1.
Delivery of documents to a book-entry transfer facility does not constitute
delivery to the Exchange Agent.

      The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Senior Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer. Holders who wish to tender their Old Senior
Notes must complete this letter in its entirety.

      Holders whose Old Senior Notes are not immediately available or who cannot
deliver their Old Senior Notes and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date may tender their Old Senior
Notes according to the guaranteed delivery procedure set forth in the Prospectus
under the caption "The Exchange Offer -- Guaranteed Delivery Procedures." See
Instruction 1.

 / /   CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED BY BOOK-ENTRY
       TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
       COMPLETE THE FOLLOWING:

       Name of Tendering Institution:
                                    ------------------------------------------
       DTC: Account Number:         
                          ----------------------------------------------------
       Transaction Code Number:
                              ------------------------------------------------

/ /    CHECK HERE IF TENDERED OLD SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A
       NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

       Name of Registered Holder(s):
                                   --------------------------------------------

                                       3
<PAGE>   4
       Name of Eligible Institution that Guaranteed Delivery:
                                                             ------------------
/ /    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
       COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
       THERETO.

      Name:
          --------------------------------------------------------------------
      Address:
          --------------------------------------------------------------------


                                       4
<PAGE>   5
               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 Old Senior Notes. Subject to, and effective upon, the acceptance for exchange
of the Old Senior 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 Old Senior 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 cause the Old Senior Notes to be assigned, transferred and exchanged.
The undersigned represents and warrants that it has full power and authority to
tender, exchange, assign and transfer the Old Senior Notes and to acquire
Exchange Notes issuable upon the exchange of such tendered Old Senior Notes, and
that, when the same are accepted for exchange, the Company will acquire good and
unencumbered title to the tendered Old Senior 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 Old Senior Notes or to transfer ownership of such Old Senior Notes on
the account books maintained by The Depository Trust Company (the "DTC").

        The undersigned acknowledges that this Offer is being made in reliance
on an interpretation by the staff of the Securities and Exchange Commission (the
"SEC") that the Exchange Notes issued pursuant to the Exchange Offer in exchange
for the Old Senior Notes may be offered for resale, resold and otherwise
transferred by holders thereof (other than broker-dealers, as set forth below,
and any such holder which is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act) without compliance with the registration and
prospectus delivery provisions of the Securities Act provided that such Exchange
Notes are acquired in the ordinary course of such holders' business and such
holders have no arrangement or understanding with any person to participate in
the distribution of such Exchange Notes.

        The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer --Acceptance of Old Senior
Notes for Exchange; Delivery of New Senior Notes." 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 Old Senior Notes tendered hereby and,
in such event, the Old Senior Notes not exchanged will be returned to the
undersigned at the address shown below the signature of the undersigned.

        By tendering, each Holder of Old Senior 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 Old Senior Notes nor any such other person is participating in,
intends to participate in or has an arrangement or understanding with any person
to participate in, the distribution of such Exchange Notes, (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 Old Senior Notes, neither the Holder nor any
such other person is engaged in or intends to participate in a distribution of
the Exchange Notes and (iv) neither the Holder nor any such other person is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act. If the tendering Holder tenders Old Senior Notes with the intention of
participating, or for the purpose of participating, in the distribution of the
Exchange Notes, it acknowledges that it may not rely upon certain
interpretations by the staff of the SEC described in the Exchange Offer, and
that, in the absence of an exemption therefrom, it must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction, and any such secondary resale
transaction must be covered by an effective registration statement containing
the selling securityholder information required by Item 507 of Regulation S-K
under the Securities Act. If the tendering Holder is a broker-dealer (whether or
not it is also an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act) that will receive Exchange Notes for its own account
in exchange for Old Senior Notes, it represents that the Old Senior Notes to be
exchanged for the Exchange Notes were acquired by it as a result of
market-making activities or other trading activities, and acknowledges that 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.

        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 Old Senior Notes or transfer ownership of such Old Senior Notes on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Old Senior Notes by the Company
and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Company of its obligations under the Registration
Rights Agreements(1) and that the

(1)   Registration Rights Agreement, dated as of December 23, 1998, by and among
the Company, the Guarantors and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $225,000,000 7 3/8% Senior Notes due 2004.

      Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $600,000,000 7 5/8% Senior Notes due 2006.


                                       5
<PAGE>   6
Company shall have no further obligations or liabilities thereunder for the
registration of the Old Senior Notes or the Exchange Notes.

        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, executors, administrators, successors, assigns, trustees in
bankruptcy and other legal representatives of the undersigned. Tendered Old
Senior Notes may be withdrawn at any time prior to 5:00 p.m., New York City time
on the Expiration Date (the "Expiration Date").

        Unless otherwise indicated under the caption "Special Registration and
Delivery Instructions" in this Letter of Transmittal, certificates for all
Exchange Notes delivered in exchange for tendered Old Senior Notes and any Old
Senior 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. If an Exchange Note is to
be issued to a person other than the person(s) signing this Letter of
Transmittal, or if the Exchange Note is to be mailed to someone other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address different than the address shown on this
Letter of Transmittal, the information requested under the appropriate caption
in this Letter of Transmittal should be provided. If Old Senior Notes are
surrendered by Holder(s) that have provided information under either the caption
entitled "Special Registration and Delivery Instructions" in this Letter of
Transmittal, signature(s) on this Letter of Transmittal must be guaranteed by an
Eligible Institution (as defined in Instruction 1).


-------------------------------------------------------------------------------
         Registration Rights Agreement, dated December 23, 1998, by and among
the Company, the Guarantors, and Donaldson, Lufkin & Jenrette Securities
Corporation, et al., relating to the $875,000,000 7 7/8% Senior Notes due 2009.


                                       6
<PAGE>   7
   
                                     Box 1
    
______________________________________________________________________________

                          TENDERING HOLDER(S) SIGN HERE
_______________________________________________________________________________

_______________________________________________________________________________

                            SIGNATURE(S) OF HOLDER(S)
                          Dated: _______________, 199_

(Must be signed by registered Holder(s) exactly as name(s) appear(s) on
certificate(s) for Old Senior 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):_______________________________________________________________________
                                 (PLEASE PRINT)
    
Capacity (full title): ________________________________________________________


 Address:______________________________________________________________________
                               (INCLUDE ZIP CODE)
Area Code and Telephone No.:___________________________________________________

   
TAX IDENTIFICATION NO.:________________________________________________________
    


   
                                     Box 2
    
_______________________________________________________________________________
                            
   
                           GUARANTEE OF SIGNATURE(S)
    

                        (IF REQUIRED - SEE INSTRUCTION 3)
Authorized Signature: _________________________________________________________
Name:__________________________________________________________________________
Title:  _______________________________________________________________________
Address: ______________________________________________________________________
Name of Firm:__________________________________________________________________
Area Code and Telephone No.:  _________________________________________________
Dated:  _____________, 199_

_______________________________________________________________________________

                                      BOX 3

                    TO BE COMPLETED BY ALL TENDERING HOLDERS
________________________________________________________________________________
                 PAYOR'S NAME: ALLIED WASTE NORTH AMERICA, INC.
<TABLE>

<S>                               <C>                                                <C>
                                  Part I - PLEASE PROVIDE YOUR TIN IN THE            _______________________
                                  BOX AT RIGHT AND CERTIFY BY SIGNING                SOCIAL SECURITY NUMBER OR
                                  AND DATING BELOW                                   EMPLOYER IDENTIFICATION
                                                                                            NUMBER

     SUBSTITUTE
      FORM W-9
DEPARTMENT OF THE TREASURY         Part 2 - Check the box if you are NOT subject
INTERNAL REVENUE SERVICE           to back-up withholding under the provisions
                                   of Section 3406 (a) (1) (C) of the Internal
                                   Revenue Code because (1) you have not been
                                   notified that you are subject to back-up
                                   withholding as a result of failure to report
                                   all interest or dividends, (2) the Internal
                                   Revenue Service has notified you that you
                                   are no longer subject to back-up withholding
                                   or (3) you are exempt. / /

PAYOR'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
                                   CERTIFICATE -- UNDER THE PENALTIES OF              PART 3
                                   PERJURY, I CERTIFY THAT THE INFORMATION            CHECK IF
                                   PROVIDED ON THIS FORM IS TRUE,  CORRECT            AWAITING TIN
                                   AND COMPLETE.
                                   SIGNATURE_______________ DATE __________              / /

</TABLE>


                                       7
<PAGE>   8
                                      BOX 4
________________________________________________________________________________

                          SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if certificates for Old Senior Notes in a principal amount
not tendered, or Exchange Notes are to be issued in the name of someone other
than Notes, person whose signature appears in Box 2.

Issue and deliver:

(check appropriate boxes)
/ /       Old Senior Notes not tendered
/ /        Exchange Notes, to:

Name __________________________________
            (PLEASE TYPE OR PRINT)
Please complete the Substitute form W-9 at Box 3


Tax I.D. or Social Security Number:__________


                                      BOX 5
_______________________________________________________________________________

                          SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

To be completed ONLY if certificates for Old Senior Notes in a principal amount
not tendered, or Exchange Notes are to be delivered to someone other than the
the person whose signature appears in Box 2 or to an address other than that
shown in Box 1.

Deliver:

(check appropriate boxes)
/ /   Old Senior Notes not tendered
/ /   Exchange Notes, to:

Name __________________________________
         (PLEASE TYPE OR PRINT)
     Address________________________________

     _______________________________________



             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
-- Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.

<TABLE>
<CAPTION>
FOR THIS TYPE OF ACCOUNT:       GIVE THE SOCIAL SECURITY        FOR THIS TYPE OF ACCOUNT:    GIVE THE SOCIAL SECURITY
                                NUMBER OF  --                                                NUMBER OF --
_________________________________________________________________________________________________________________________
<S>                             <C>                             <C>                          <C>
1.  An individual's account     The individual                  8.   Sole proprietorship     The owner (4)
                                                                     account
2.  Two or more individuals     The actual owner of the         9.   A valid trust,          The legal entity (Do not
    (joint account)             account or, if combined              or pension              furnish the identifying
                                estate, funds, any one               trust                   number of the personal
                                of the individuals (1)                                       representative or trustee
                                                                                             unless the legal entity
                                                                                             itself is not designated in
                                                                                             the account title.)(5)

3.  Husband and wife (joint     The actual owner of the          10. Corporate account       The corporation
     account)                   account or, if joint
                                funds, either person (1)

4.  Custodian account of a      The minor (2)                   11.  Religious,              The organization
    minor (Uniform Gift to                                           charitable, or
    Minors Act)                                                      educational
                                                                     organization account

5.  Adult and minor (joint      The adult or, if the minor      12.  Partnership account     The partnership account)
    account)                    is the only contributor,             held in the name of
                                the minor (1)                        the business

6.  Account in the name of      The ward, minor, or             13.  Association, club, or   The organization
    guardian or committee for   incompetent person (3)               other tax exempt
    a designated ward, minor,                                        organization
    or incompetent person

7.  a.  The usual revocable     The grantor-trustee (1)         14.  A broker or             The broker or nominee
      savings trust account                                          registered nominee
      (grantor is also
      trustee)

      b.  So-called trust       The actual owner (1)            15.  Account with the        The public entity
      account that is not a                                          Department of
      legal or valid trust                                           Agriculture in the
      under State law                                                name of a public
                                                                     entity (such as a
                                                                     State or local
                                                                     government, school
                                                                     district, or prison)
                                                                     that receives
                                                                     agricultural program
                                                                     payments
</TABLE>

______________

(1)  List first and circle the name of the person whose number you furnish.

(2)  Circle the minor's name and furnish the minor's social security number.

(3)  Circle the ward's, minor's or incompetent person's name and furnish such
     person's social security number.

(4)  Show the name of the owner.

(5)  List first and circle the name of the legal trust, estate, or pension
     trust.

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.


                                       8
<PAGE>   9
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup with-holding on ALL payments include
the following:

     -    A corporation.

     -    A financial institution.

     -    An organization exempt from tax under section 501(a), or an individual
          retirement plan.

     -    The United States or any agency or instrumentality thereof.

     -    State, the District of Columbia, a possession of the United States, or
          any subdivision or instrumentality thereof.

     -    A foreign government, a political subdivision of a foreign government,
          or any agency or instrumentality thereof.

     -    An international organization or any agency or instrumentality
          thereof.

     -    A registered dealer in securities or commodities registered in the
          U.S. or a possession of the U.S.

     -    A real estate investment trust.

     -    A common trust fund operated by a bank under section 584(a).

     -    An exempt charitable remainder trust, or a non-exempt trust described
          in section 4947(a)(I).

     -    An entity registered at all times under the Investment Company Act of
          1940.

     -    A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

     -    Payments to nonresident aliens subject to withholding under section
          1441.

     -    Payments to partnerships not engaged in a trade or business in the
          U.S. and which have at least one nonresident partner.

     -    Payments of patronage dividends where the amount received is not paid
          in money.

     -    Payments made by certain foreign organizations.

     -    Payments made to a nominee.

Payments of interest not generally subject to backup withholding include the
following:

     -    Payments of interest on obligations issued by individuals. Note: You
          may be subject to backup withholding if this interest is $600 or more
          and is paid in the course of the payer's trade or business and you
          have not provided your correct taxpayer identification number to the
          payer.

     -    Payments of tax-exempt interest (including exempt-interest dividends
          under section 852).

     -    Payments described in section 6049(b)(5) to nonresident aliens.

     -    Payments on tax-free covenant bonds under section 1451.

     -    Payments made by certain foreign organizations.

     -    Payments made to a nominee.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
SIGN AND DATE THE FORM.

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A.

PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 31% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payee. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications
or affirmations may subject you to criminal penalties including fines and/or
imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE
INTERNAL REVENUE SERVICE.



                                       9
<PAGE>   10
                                 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 Old Senior Notes, as well as a properly completed
and duly executed copy of this Letter of Transmittal or facsimile thereof, and
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 THIS LETTER OF TRANSMITTAL, THE OLD SENIOR NOTES
AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER AND,
EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL IT IS
RECOMMENDED THAT REGISTERED MAIL PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, BE USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSUME
DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. THIS LETTER OF
TRANSMITTAL AND THE OLD SENIOR NOTES SHOULD NOT BE SENT TO THE COMPANY. HOLDERS
MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES
OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS FOR SUCH HOLDERS.

      Holders whose Old Senior Notes are not immediately available or who cannot
deliver their Old Senior Notes and all other required documents to the Exchange
Agent on or prior to the Expiration Date may tender their Old Senior Notes
pursuant to the guaranteed delivery procedure set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures." Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution (as defined in the Prospectus); (ii) on or prior to the Expiration
Date, the Exchange Agent must have received from such Eligible Institution a
letter, telegram or facsimile transmission setting forth the name and address of
the tendering Holder, the name(s) in which such Old Senior Notes are registered,
and the certificate numbers of the Old Senior Notes to be tendered; and (iii)
all tendered Old Senior Notes as well as this Letter of Transmittal and all
other documents required by this Letter of Transmittal must be received by the
Exchange Agent within three business days after the date of execution of such
letter, telex, telegram or facsimile transmissions, all as provided in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures."

      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 Old Senior Notes for exchange.

      2. PARTIAL TENDERS; WITHDRAWALS. Tenders of Old Senior Notes will be
accepted in denominations of U.S. $1,000 and integral multiples in excess
thereof. If less than the entire principal amount of Old Senior Notes evidenced
by a submitted certificate 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 Old Senior Notes submitted
but not tendered will be sent to such Holder as soon as practicable after the
Expiration Date. All Old Senior Notes delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.

      Tenders of Old Senior Notes pursuant to the Exchange Offer are
irrevocable, except that Old Senior 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 Exchange Agent.
Any such notice of withdrawal must specify the person named in the Letter of
Transmittal as having tendered Old Senior Notes to be withdrawn, the certificate
numbers and designation of the Old Senior Notes to be withdrawn, the principal
amount of Old Senior Notes delivered for exchange, a statement that such a
Holder is withdrawing its election to have such Old Senior Notes exchanged, and
the name of the registered Holder of such Old Senior 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 Old Senior Notes being withdrawn.
If Old Senior Notes have been tendered pursuant to the procedure for book-entry
transfer, any notice of withdrawal must specify the name and number of the
account at the book-entry transfer facility. All questions as to the validity,
form and eligibility (including time of receipt) of such notices will be
determined by the Company, whose determination shall be final and binding on all
parties. Any Old Senior Notes so withdrawn will be deemed not to have been
validly tendered for purposes of the Exchange Offer and no Exchange Notes will
be issued with respect thereto unless the Old Senior Notes so withdrawn are
validly retendered. The Exchange Agent will return the properly withdrawn Old
Senior Notes promptly following receipt of notice of withdrawal. Properly
withdrawn Old Senior Notes may be retendered by following one of the procedures
described in the


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<PAGE>   11
Prospectus under the caption "The Exchange Offer -- Procedures for Tendering Old
Senior Notes" at any time prior to the Expiration Date.

    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 Old Senior Notes tendered hereby, the
Signature must correspond with the name(s) as written on the face of
certificates without alteration, enlargement or change whatsoever.

      If any of the Old Senior 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 Old Senior 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 Old
Senior Notes.

      When this Letter of Transmittal is signed by the registered Holder or
Holders of Old Senior Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required.

      If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of the Old Senior Notes listed, such Old Senior
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 Old Senior 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 Old Senior Notes are tendered: (i) by a
registered Holder of such Old Senior Notes; or (ii) for the account of any
Eligible Institution.

      4. TRANSFER TAXES. The Company shall pay all transfer taxes, if any,
applicable to the exchange of Old Senior Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes, or Old Senior 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 Old Senior Notes tendered hereby, or if a transfer tax is imposed for any
reason other than the exchange of Old Senior 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 4, it will not be necessary for
transfer tax stamps to be affixed to the Old Senior Notes listed in this Letter
of Transmittal.

      5. 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.

      6. MUTILATED, LOST, STOLEN OR DESTROYED OLD SENIOR NOTES. Any Holder whose
Old Senior Notes have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated above for further instructions.

      7. 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 as 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.

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<PAGE>   12
      8. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or Old
Senior 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 absolute right to waive any irregularities or
conditions of tender as to the particular Old Senior 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.

      9. 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 OLD SENIOR NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO 5:00 P.M., NEW YORK CITY TIME ON THE EXPIRATION DATE.


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