<PAGE>

                                                                     Exhibit 4.3

                                    FORM OF
                              LETTER OF TRANSMITTAL
                                       OF
                            UNITED STATES CAN COMPANY

                              OFFER TO EXCHANGE ITS
               12 3/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2010
                           WHICH HAVE BEEN REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                        FOR AN EQUAL PRINCIPAL AMOUNT OF
                  ITS 12 3/8% SENIOR SUBORDINATED NOTES DUE 2010
                        WHICH HAVE NOT BEEN SO REGISTERED
                           PURSUANT TO THE PROSPECTUS
                            DATED ____________, 2001

         This Letter of Transmittal, Certificates (as defined below) and any
other required documents should be sent or delivered by each holder of Notes (as
defined below) or such holder's agent to the Exchange Agent at the address set
forth below.

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                          BANK ONE TRUST COMPANY, N.A.

                       BY OVERNIGHT COURIER OR REGISTERED
                               OR CERTIFIED MAIL:
                          Bank One Trust Company, N.A.
                         Global Corporate Trust Services
                        1 Bank One Plaza, Suite IL1-0134
                          Chicago, Illinois 60670-0134
                              Attention: Exchanges

                                BY HAND DELIVERY:
<TABLE>
<S>                                     <C>                 <C>
Bank One Trust Company, N.A.                                Bank One Trust Company, N.A.
14 Wall Street, 8th Floor               OR                  One North State Street, 9th Floor
New York, New York  10005                                   Chicago, Illinois 60602
Attention:  Exchanges                                       Attention:  Exchanges
</TABLE>

                            Facsimile: (312) 407-8853

         DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE, OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH
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 EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.

            NEW YORK CITY TIME, ON _________, 2001, UNLESS EXTENDED.

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

         Capitalized terms used herein but not defined shall have the same
meaning given them in the Prospectus (as defined below).

         This Letter of Transmittal is to be completed by holders of Notes (as
defined below) either if Notes are to be forwarded herewith or if tenders of
Notes are to be made by book-entry transfer to the Exchange Agent's account at
The Depository Trust Company ("DTC") pursuant to the procedures set forth in
"The Exchange Offer--Procedures for Tendering" in the Prospectus and an Agent's
message (as defined herein) is not delivered.

<PAGE>

         Holders of Notes whose certificates ("Certificates") for such Notes are
not immediately available or who cannot deliver their Certificates and all other
documents required hereby to the Exchange Agent on or prior to the Expiration
Date (as defined in "Exchange Offer--Expiration Dates; Extensions; Amendments"
of the Prospectus) or who cannot comply with the book-entry transfer procedures
on a timely basis must tender their Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" of
the Prospectus.

         DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

         List below the Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the Certificate numbers and/or the
number of Notes tendered should be listed on a separate signed schedule and
attached hereto.

            NOTE: SIGNATURES MUST BE PROVIDED ON THE FOLLOWING PAGE.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.


-------------------------------------------------------------------------------
                  ALL TENDERING HOLDERS MUST COMPLETE THIS BOX.
-------------------------------------------------------------------------------

                          DESCRIPTION OF NOTES TENDERED
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
           NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
     (PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON                          NOTES TENDERED
                        NOTES TENDERED)                                       (ATTACH ADDITIONAL LIST IF NECESSARY)
------------------------------------------------------------------------------------------- ------------------------
                                                                 CERTIFICATE                   PRINCIPAL AMOUNT OF
                                                                   NUMBER(S)*                   NOTES TENDERED**
------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                            <C>

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

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

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

       *Need not be completed by holders tendering by book-entry transfer.

      **All Notes held shall be deemed tendered unless a lesser number is
specified in this column.
-------------------------------------------------------------------------------

                                       2
<PAGE>

     BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY
-------------------------------------------------------------------------------

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

     Name of Tendering Institution:
                                   --------------------------------------------

          DTC Account Number:
                             --------------------------------------------------

          Transaction Code Number:
                                  ---------------------------------------------

     / / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED
         DELIVERY IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
         OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
         COMPLETE THE FOLLOWING:

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

      Window Ticket Number (if any):
                                    -------------------------------------------

      Date of Execution of Notice of Guaranteed Delivery:
                                                         ----------------------

      Name of Institution which Guaranteed Delivery:
                                                    ---------------------------

           If Guaranteed Delivery is to be made by Book-Entry Transfer:

              Name of Tendering Institution:
                                            -----------------------------------

              DTC Account Number:
                                 ----------------------------------------------

              Transaction Code Number:
                                      -----------------------------------------

     / / CHECK HERE IF NOTES ARE BEING TENDERED BY BOOK-ENTRY TRANSFER AND
         NON-EXCHANGED NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT
         NUMBER SET FORTH ABOVE.

     / / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE NOTES FOR YOUR
         OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
         "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE TEN ADDITIONAL
         COPIES OF THE PROSPECTUS AND TEN COPIES OF ANY AMENDMENTS OR
         SUPPLEMENTS THERETO.

     Name:
          ---------------------------------------------------------------------

     Address:
             ------------------------------------------------------------------

                                       3
<PAGE>

      LADIES AND GENTLEMEN:

      The undersigned hereby tenders to United States Can Company, a Delaware
corporation (the "Purchaser"), the above-described principal amount of the
Purchaser's outstanding 123/8% Senior Subordinated Notes due 2010 (collectively,
the "Notes") in exchange for a like principal amount of the Purchaser's new
123/8% Series B Senior Subordinated Notes due 2010 (the "Exchange Notes") which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), upon the terms and subject to the conditions set forth in the
Prospectus dated _______, 2001 (as the same may be amended or supplemented from
time to time, the "Prospectus"), receipt of which is acknowledged, and in this
Letter of Transmittal (which, together with the Prospectus, constitute the
"Exchange Offer").

      Subject to and effective upon the acceptance for exchange of all or any
portion of the Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
undersigned hereby sells, assigns and transfers to or upon the order of the
Purchaser all right, title and interest in and to such Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in-fact (with full knowledge that
the Exchange Agent is also acting as agent of the Purchaser in connection with
the Exchange Offer) with respect to the tendered Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Notes to the Purchaser, together
with all accompanying evidences of transfer and authenticity to, or upon the
order of, the Purchaser, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Notes to be issued in exchange for such
Notes, (ii) present Certificates for such Notes for transfer, and to transfer
the Notes on the books of the Purchaser, and (iii) receive for the account of
the Purchaser all benefits and otherwise exercise all rights of beneficial
ownership of such Notes, all in accordance with the terms and conditions of the
Exchange Offer.

      THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
PURCHASER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE NOTES
TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE PURCHASER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE NOTES TENDERED HEREBY, AND
THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS
AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.

      The name(s) and address(es) of the registered holder(s) of the Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Notes. The
Certificate number(s) and the Notes that the undersigned wishes to tender should
be indicated in the appropriate boxes above.

      If any tendered Notes are not exchanged pursuant to the Exchange Offer for
any reason, or if Certificates are submitted for more Notes than are tendered or
accepted for exchange, Certificates for such nonexchanged or nontendered Notes
will be returned (or, in the case of Notes tendered by book-entry transfer, such
Notes will be credited to an account maintained at DTC), without expense to the
tendering holder, promptly following the expiration or termination of the
Exchange Offer.

      If the undersigned is a broker-dealer holding Notes acquired for its own
account as a result of market-making activities or other trading activities, it
agrees to deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of Exchange Notes received in respect of such Notes
pursuant to the Exchange Offer.

      The undersigned understands that tenders of Notes pursuant to any one of
the procedures described in "The Exchange Offer--Procedures for Tendering" in
the Prospectus and in the instructions will, upon the Purchaser's acceptance for
exchange of such tendered Notes, constitute a binding agreement between the
undersigned and the

                                       4
<PAGE>

Purchaser upon the terms and subject to the conditions of the Exchange Offer.
The undersigned recognizes that, under certain circumstances set forth in the
Prospectus, the Purchaser may not be required to accept for exchange any of the
Notes tendered hereby.

      Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Notes, that such Exchange Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute Certificates representing
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Notes, will be credited
to the account indicated above maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions" below, please deliver Exchange
Notes to the undersigned at the address shown below the undersigned's signature.

      BY TENDERING NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, THE
UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN
"AFFILIATE" OF THE PURCHASER, (II) THE UNDERSIGNED HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION (WITHIN THE
MEANING OF THE SECURITIES ACT) OF EXCHANGE NOTES TO BE RECEIVED IN THE EXCHANGE
OFFER, (III) ANY EXCHANGE NOTES TO BE RECEIVED BY THE UNDERSIGNED ARE BEING
ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, AND (IV) IF THE UNDERSIGNED IS
NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT ENGAGED IN, AND DOES NOT INTEND TO
ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH
EXCHANGE NOTES. ANY HOLDER OF NOTES THAT IS NOT A BROKER-DEALER AND THAT IS
USING THE EXCHANGE OFFER TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF EXCHANGE NOTES IS HEREBY NOTIFIED (1) THAT IT WILL NOT BE
ABLE TO RELY ON THE POSITION OF THE STAFF OF THE DIVISION OF CORPORATE FINANCE
OF THE SECURITIES AND EXCHANGE COMMISSION (THE "STAFF") SET FORTH IN EXXON
CAPITAL HOLDINGS CORPORATION (AVAILABLE APRIL 13, 1989) AND SIMILAR LETTERS AND
(2) THAT IT MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF EXCHANGE
NOTES.

      ANY HOLDER OF NOTES THAT IS A BROKER-DEALER, BY TENDERING NOTES PURSUANT
TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF TRANSMITTAL, REPRESENTS AND
AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY THE STAFF TO
THIRD PARTIES, THAT (A) SUCH NOTES HELD BY THE BROKER-DEALER ARE HELD ONLY AS A
NOMINEE, OR (B) SUCH NOTES WERE ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN
ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND
IT WILL DELIVER THE PROSPECTUS (AS AMENDED OR SUPPLEMENTED FROM TIME TO TIME)
MEETING THE REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF
SUCH EXCHANGE NOTES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A
PROSPECTUS, SUCH BROKER-DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).

      The Purchaser has agreed that, subject to the provisions of the
Registration Rights Agreement, the Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer (as
defined below) in connection with resales of Exchange Notes received in exchange
for Notes, where such Notes were acquired by such Participating Broker-Dealer
for its own account as a result of market-making activities or other trading
activities, for a period ending one year after the Expiration Date (subject to
extension under certain limited circumstances described in the Prospectus) or
the earliest of: (1) the date on which a person other than a broker-dealer for
an Exchange Note has exchanged such Exchange Note; (2) following the exchange by
a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date
on which such Exchange Note is sold to a purchaser who receives from such
broker-dealer before the date of such sale a copy of the Prospectus; (3) the
date on which such Note has been effectively registered under the Securities Act
and disposed of in accordance with the shelf registration statement; or (4) the
date on which such Note is distributed to the public pursuant to Rule 144 under
the Securities Act. In that regard, each Broker-Dealer who acquired Notes for
its own account and as a result of market-making or other trading activities (a
"Participating Broker-Dealer"), by tendering such Notes and executing this
Letter of Transmittal, agrees that, upon receipt of notice from the Purchaser of
the occurrence of any event or the discovery of any fact which makes any
statement contained or incorporated by reference therein, in light of the

                                       5
<PAGE>

circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the Registration Rights Agreement, such
Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to
the Prospectus until the Purchaser has amended or supplemented the Prospectus to
correct such misstatement or omission and has furnished copies of the amended or
supplemented Prospectus to the Participating Broker-Dealer or the Purchaser has
given notice that the sale of the Exchange Notes may be resumed, as the case may
be. If the Purchaser gives such notice to suspend the sale of the Exchange
Notes, it shall extend the one-year period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of Exchange Notes by the number of days during the period from
and including the date of the giving of such notice to and including the date
when Participating Broker-Dealers shall have received copies of the supplemented
or amended Prospectus necessary to permit resales of the Exchange Notes or to
and including the date on which the Purchaser has given notice that the sale of
Exchange Notes may be resumed, as the case may be.

      As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Notes received in exchange for
Notes pursuant to the Exchange Offer must notify the Purchaser, or cause the
Purchaser to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in the
Prospectus under "The Exchange Offer--Exchange Agent."

      Holders of Notes whose Notes are accepted for exchange will not receive
Distributions on such Notes, and the undersigned waives the right to receive any
Distribution on such Notes accumulated from and after [________]. Accordingly,
holders of Exchange Notes as of the record date for the payment of Distributions
on [_________] will be entitled to Distributions accumulated from and after
[__________].

      All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned, and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.



                                       6
<PAGE>

-------------------------------------------------------------------------------
                               HOLDER(S) SIGN HERE

                          (SEE INSTRUCTIONS 2, 5 AND 6)

                   (PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)

      (NOTE: SIGNATURES(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)

         Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Notes hereby tendered or on a security position listing,
or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith (including such opinions of
counsel, certificates and other information as may be required by the Purchaser
for the Notes to comply with any restrictions on transfer applicable to the
Notes). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary
capacity or representative capacity, please set forth the signer's full title.
See Instruction 5.

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

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

                           (Signature(s) of Holder(s))

Date                    , 2001
    --------------------
Name(s)
       ------------------------------------------------------------------------

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

Capacity or Title
                 --------------------------------------------------------------

Address
       ------------------------------------------------------------------------
                               (Include Zip Code)

Area Code and Telephone Number
                              -------------------------------------------------

-------------------------------------------------------------------------------
                         (Tax Identification Number(s))
-------------------------------------------------------------------------------

                                       7
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------     ----------------------------------------------------
              SPECIAL ISSUANCE INSTRUCTIONS                                SPECIAL DELIVERY INSTRUCTIONS
              (SEE INSTRUCTIONS 1, 5 AND 6)                                (SEE INSTRUCTIONS 1, 5 AND 6)
<S>                                                             <C>
      To be completed ONLY if Exchange Notes or any Notes       To be completed ONLY if Exchange Notes or
that are not tendered are to be issued in the name of           any Notes that are not tendered are to be sent to
someone other than the registered holder of the Notes           someone other than the registered holder of the
whose name(s) appear(s) above.                                  Notes whose name(s) appear(s) above, or to the
                                                                registered holder(s) at an address other than that shown
                                                                above.


    ISSUE:                                                         MAIL:

    / /  Exchange Notes to:                                         / /  Exchange Notes to:
    / /  Notes not tendered to:                                     / /  Notes not tendered to:

    Name(s):                                                        Name(s):
            ---------------------------------                               ------------------------------------------
                     (PLEASE PRINT)                                                      (PLEASE PRINT)

    Address:                                                         Address:
           ----------------------------------                                -----------------------------------------

    -----------------------------------------                        -------------------------------------------------
                                   (ZIP CODE)                                                               (ZIP CODE)

    -----------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
           (SEE ENCLOSED SUBSTITUTE FORM W-9)

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


                                       8
<PAGE>

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

                            GUARANTEE OF SIGNATURE(S)

                    (IF REQUIRED - SEE INSTRUCTIONS 2 AND 5)

    Authorized Signature
                        -------------------------------------------------------

    Name
        -----------------------------------------------------------------------
                             (PLEASE PRINT OR TYPE)

    Full Title
              -----------------------------------------------------------------

    Name of Firm
                ---------------------------------------------------------------

    Address
           --------------------------------------------------------------------

    ---------------------------------------------------------------------------
                                                                     (Zip Code)
    Area Code and Telephone Number
                                  ---------------------------------------------

    Dated: _______________________, 2001

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

                                       9
<PAGE>

                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

         1. DELIVERY OF LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a) tenders
are to be made pursuant to the procedures for tender by book-entry transfer set
forth in "The Exchange Offer--Procedures for Tendering" in the Prospectus and an
Agent's Message is not delivered or (b) Certificates are to be forwarded
herewith. Timely confirmation of a book-entry transfer of such Notes into the
Exchange Agent's account at DTC, or Certificates as well as this Letter of
Transmittal (or facsimile thereof), properly completed and duly executed, with
any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its addresses
set forth herein on or prior to the Expiration Date. Tenders by book-entry
transfer may also be made by delivering an Agent's Message in lieu of this
Letter of Transmittal. The term "Agent's Message" means a message, transmitted
by DTC to, and received by, the Exchange Agent and forming a part of a
book-entry confirmation, which states that DTC has received an express
acknowledgment from the tendering Participant, which acknowledgment states that
such Participant has received and agrees to be bound by the Letter of
Transmittal and that the Purchaser may enforce the Letter of Transmittal against
such Participant. The term "book-entry confirmation" means a timely confirmation
of book-entry transfer of Notes into the Exchange Agent's account at DTC.

         Holders who wish to tender their Notes and (i) whose Notes are not
immediately available, (ii) who cannot deliver their Notes, this Letter of
Transmittal and any other required documents to the Exchange Agent on or prior
to the Expiration Date or (iii) who cannot complete the procedures for
book-entry transfer on or prior to the Expiration Date may tender their Notes by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" in the Prospectus. Pursuant to such
procedures: (a) such tender must be made by or through an Eligible Institution
(as defined below); (b) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by the Purchaser,
must be received by the Exchange Agent on or prior to the Expiration Date; and
(c) the Certificates (or a book-entry confirmation) representing tendered Notes,
in proper form for transfer, together with a Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof), properly completed and duly
executed, with any required signature guarantees and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within five business days after the Expiration Date, all as provided in "The
Exchange Offer--Procedures for Tendering" in the Prospectus.

         The Notice of Guaranteed Delivery may be delivered by hand or
transmitted by facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Notes to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.

         THE METHOD OF DELIVERY OF NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER,
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

         THE PURCHASER WILL NOT ACCEPT ANY ALTERNATIVE, CONDITIONAL OR
CONTINGENT TENDERS. EACH TENDERING HOLDER, BY EXECUTION OF A LETTER OF
TRANSMITTAL (OR FACSIMILE THEREOF OR AGENT'S MESSAGE IN LIEU THEREOF), WAIVES
ANY RIGHT TO RECEIVE ANY NOTICE OF THE ACCEPTANCE OF SUCH TENDER.

                                       10

<PAGE>

         2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:

         (i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant in DTC
whose name appears on a security position listing as the owner of the Notes) of
Notes tendered herewith, unless such holder(s) has completed either the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" above, or

         (ii) such Notes are tendered for the account of a firm that is an
Eligible Institution.

         In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.

         3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Notes Tendered" above is inadequate, the Certificate number(s)
and/or the principal amount of Notes and any other required information should
be listed on a separate signed schedule and such schedule should be attached to
this Letter of Transmittal.

         4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. If less than all the Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Notes which are to be tendered in the box entitled "Principal Amount
of Notes Tendered." In such case, new Certificate(s) for the remainder of the
Notes that were evidenced by your old Certificate(s) will be sent to the holder
of the Notes, promptly after the Expiration Date. All Notes represented by
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

         Except as otherwise provided herein, tenders of Notes may be withdrawn
at any time on or prior to the Expiration Date. In order for a withdrawal to be
effective on or prior to that time, a written, telegraphic, telex or facsimile
transmission of such notice of withdrawal must be timely received by the
Exchange Agent at one of its addresses set forth above or in the Prospectus on
or prior to the Expiration Date. Any such notice of withdrawal must (i) specify
the name of the person who tendered the Notes to be withdrawn, (ii) identify the
Notes to be withdrawn, including the Certificate number(s) and the aggregate
principal amount of such Notes or, in the case of Notes transferred by
book-entry transfer, the name and number of the account at DTC to be credited
with the withdrawal of Notes, (iii) be signed by the holder in the same manner
as the original signature on this Letter of Transmittal, including any required
signature guarantees, or be accompanied by documents sufficient to permit the
Exchange Agent to register the transfer of such Notes into the name of the
person withdrawing the tender and (iv) if Certificates for Notes have been
tendered, the name of the registered holder of the Notes as set forth on the
Certificate for the Notes, if different from that of the person who tendered
such Notes. Withdrawals of tenders of Notes may not be rescinded. Notes properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described in the Prospectus
under "The Exchange Offer--Procedures for Tendering."

         All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Purchaser, in
its sole discretion, which determination shall be final and binding on all
parties. Neither the Purchaser, any affiliates or assigns of the Purchaser, the
Exchange Agent nor any other person shall be under any duty to give any
notification of any irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Notes which have been
tendered but which are withdrawn will be returned to the holder thereof without
cost to such holder promptly after withdrawal.

         5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the Notes
tendered hereby, the signature(s) must correspond exactly with the name(s) as
written on the face of the Certificate(s) or on a security position listing
without alteration, enlargement or any change whatsoever.

         If any of the Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.

                                       11
<PAGE>

         If any tendered Notes are registered in different name(s) on several
Certificates, it will be necessary to complete, sign and submit as many separate
Letters of Transmittal (or facsimiles thereof or Agent's Message in lieu
thereof) as there are different registrations of Certificates.

         If this Letter of Transmittal or any Certificates or bond powers 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 must submit proper
evidence satisfactory to the Purchaser, in its sole discretion, of such persons'
authority to so act.

         When this Letter of Transmittal is signed by the registered owner(s) of
the Notes listed and transmitted hereby, no endorsement(s) of Certificate(s) or
separate bond power(s) are required unless Exchange Notes are to be issued in
the name of a person other than the registered holder(s). Signature(s) on such
Certificate(s) or bond power(s) must be guaranteed by an Eligible Institution.

         If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Notes listed, the Certificates must be endorsed or
accompanied by appropriate bond powers, signed exactly as the name or names of
the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
the Purchaser may require in accordance with the restrictions on transfer
applicable to the Notes. Signatures on such Certificates or bond powers must be
guaranteed by an Eligible Institution.

         6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange Notes are to
be issued in the name of a person other than the signer of this Letter of
Transmittal, or if Exchange Notes are to be sent to someone other than the
signer of this Letter of Transmittal or to an address other than that shown
above, the appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Notes not exchanged will be returned by mail or, if tendered by
book-entry transfer, by crediting the account indicated above maintained at DTC.
See Instruction 4.

         7. IRREGULARITIES. The Purchaser will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Notes
which determination shall be final and binding on all parties. The Purchaser
reserves the absolute right, in its sole and absolute discretion, to reject any
and all tenders determined by it not to be in proper form or the acceptance of
which, or exchange for, may, in the view of counsel to the Purchaser, be
unlawful. The Purchaser also reserves the absolute right, subject to applicable
law, to waive any of the conditions of the Exchange Offer set forth in the
Prospectus under "The Exchange Offer--Conditions of the Exchange Offer" or any
conditions or irregularity in any tender of Notes of any particular holder
whether or not similar conditions or irregularities are waived in the case of
other holders. The Purchaser's interpretation of the terms and conditions of the
Exchange Offer (including this Letter of Transmittal and the instructions
hereto) will be final and binding. No tender of Notes will be deemed to have
been validly made until all irregularities with respect to such tender have been
cured or waived. Neither the Purchaser, any affiliates or assigns of the
Purchaser, the Exchange Agent, or any other person shall be under any duty to
give notification of any irregularities in tenders or incur any liability for
failure to give such notification.

         8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions
and requests for assistance regarding how to complete and tender this Letter of
Transmittal may be directed to the Exchange Agent at its address and telephone
number set forth on the front of this Letter of Transmittal. All other questions
should be directed to ______________. Additional copies of the Prospectus, this
Letter of Transmittal and the Notice of Guaranteed Delivery may be obtained from
the Exchange Agent or from your broker, dealer, commercial bank, trust company
or other nominee.

         9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal
income tax law, a holder whose tendered Notes are accepted for exchange is
required to provide the Exchange Agent with such holder's correct taxpayer
identification number ("TIN") on Substitute Form W-9 below. If the Exchange
Agent is not provided with the correct TIN, the Internal Revenue Service (the
"IRS") may subject the holder or other payee to a $50 penalty. In addition,
payments to such holders or other payees with respect to Notes exchanged
pursuant to the Exchange Offer may be subject to 31% backup withholding.

                                       12
<PAGE>

         The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60-day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60-day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60-day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.

         The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Notes or of the last transferee appearing on the transfers attached to, or
endorsed on, the Notes. If the Notes are registered in more than one name or are
not in the name of the actual owner, consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which number to report.

         Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.

         Backup withholding is not an additional U.S. Federal income tax.
Rather, the U.S. Federal income tax liability of a person subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.

         10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to the
steps that must be taken in order to replace the Certificate(s). This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost, destroyed or stolen Certificate(s) have been followed.

         11. SECURITY TRANSFER TAXES. Holders who tender their Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, Exchange Notes are to be delivered to, or are to be
issued in the name of, any person other than the registered holder of the Notes
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Notes in connection with the Exchange Offer, then the amount of any such
transfer tax (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.

         IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL
OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO
THE EXPIRATION DATE.

                                       13
<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME:  BANK ONE TRUST COMPANY, N.A., AS EXCHANGE AGENT
-------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                                              <C>
                                   PART I-PLEASE PROVIDE YOUR TIN IN THE BOX AT         SOCIAL SECURITY OR EMPLOYER
                                   RIGHT AND CERTIFY BY SIGNING AND DATING                 IDENTIFICATION NUMBER
                                                                                    -------------------------------------
                                                                                    (If awaiting TIN write "Applied For")
SUBSTITUTE                         --------------------------------------------------------------------------------------
FORM W-9                           NAME (PLEASE PRINT)
DEPARTMENT OF THE TREASURY         --------------------------------------------------------------------------------------
INTERNAL REVENUE SERVICE           ADDRESS

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

PAYOR'S REQUEST FOR TAXPAYER       CITY                                 STATE                               ZIP CODE
IDENTIFICATION NUMBER ("TIN")
AND CERTIFICATION                  --------------------------------------------------------------------------------------

                                   PART II-For Payees NOT subject to backup withholding, see the enclosed Guidelines for
                                   Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
                                   instructed therein.
                                   --------------------------------------------------------------------------------------

                                   CERTIFICATION-UNDER PENALTIES OF PERJURY, I CERTIFY THAT:

                                        1. The number shown on this form is my correct Taxpayer  Identification  Number
                                           (or I am waiting for a number to be issued to me), AND


                                        2. I am not subject to backup withholding because either (a) I am
                                           exempt from backup withholding, (b) I have not been notified by the
                                           Internal Revenue Service ("IRS") that I am subject to backup withholding as
                                           a result of a failure to report all interest or dividends, or (c) the IRS
                                           has notified me that I am no longer subject to backup withholding.

                                   CERTIFICATION INSTRUCTIONS-You must cross out item (2) above if you have been notified by
                                   the IRS that you are subject to backup withholding because of underreporting
                                   interest or dividends on your tax return. However, if after being notified by the IRS
                                   that you were subject to backup withholding you received another notification from the
                                   IRS that you are no longer subject to backup withholding, do not cross out item (2). (Also
                                   see instructions in the enclosed Guidelines.)

                                   Signature:_________________________________ Date:________________, 2001
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
      OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
      THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
      NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE
      THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF
      SUBSTITUTE FORM W-9.

------------------------------------------------------------------------------
          PAYOR'S NAME: BANK ONE TRUST COMPANY, N.A., AS EXCHANGE AGENT
------------------------------------------------------------------------------
             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

         I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.

Signature(s): ____________________________________      Date: ________________
------------------------------------------------------------------------------

                                      14