Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 S-4 Exchange Offer 203 1.25M
2: EX-1.1 Underwriting Agreement 21 111K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 77 286K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 41K
5: EX-4.1 Instrument Defining the Rights of Security Holders 132 304K
6: EX-4.2 Instrument Defining the Rights of Security Holders 24 54K
7: EX-4.3 Instrument Defining the Rights of Security Holders 196 436K
8: EX-4.4 Instrument Defining the Rights of Security Holders 9 25K
9: EX-4.5 Instrument Defining the Rights of Security Holders 21 101K
10: EX-5.1 Opinion re: Legality 5 26K
11: EX-5.2 Opinion re: Legality 7 35K
12: EX-10.1 Material Contract 77 264K
13: EX-10.2 Material Contract 13 33K
14: EX-12.1 Statement re: Computation of Ratios 2± 14K
15: EX-23.1 Consent of Experts or Counsel 1 8K
16: EX-25.1 Statement re: Eligibility of Trustee 8 32K
17: EX-99.1 Miscellaneous Exhibit 12 50K
26: EX-99.10 Miscellaneous Exhibit 2 13K
18: EX-99.2 Miscellaneous Exhibit 12 51K
19: EX-99.3 Miscellaneous Exhibit 3 15K
20: EX-99.4 Miscellaneous Exhibit 4 16K
21: EX-99.5 Miscellaneous Exhibit 2 14K
22: EX-99.6 Miscellaneous Exhibit 2 14K
23: EX-99.7 Miscellaneous Exhibit 2 15K
24: EX-99.8 Miscellaneous Exhibit 3 15K
25: EX-99.9 Miscellaneous Exhibit 2 13K
EX-99.7 — Miscellaneous Exhibit
| EX-99.7 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 99.7
Form of
21ST CENTURY TELECOM GROUP, INC.
Offer to Exchange its Registered
12 1/4% Senior Discount Notes Due 2008
for any and all of its Outstanding
12 1/4% Senior Discount Notes Due 2008
To: Our Clients
Enclosed for your consideration is a Prospectus, dated ______________, 19__
(the "Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of 21st Century
Telecom Group, Inc. (the "Company") to exchange its registered 12 1/4% Senior
Discount Notes Due 2008 (the "New Notes") for any and all of its outstanding
12 1/4% Senior Discount Notes Due 2008 (the "Old Notes"), upon the terms and
subject to the conditions described in the Prospectus. The Exchange Offer is
being made in order to satisfy certain obligations of the Company contained in
the Registration Rights Agreement dated as of February 2, 1998, between the
Company and the Initial Purchasers thereto.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in your account but not registered in your name. A tender
of such Old Notes may only be made by us as the holder of record and pursuant to
your instructions.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Old Notes held by us for your account, pursuant to the terms and
conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
Eastern Standard Time, on _______________, 19__ (the "Expiration Date") (20
business days following the commencement of the Exchange Offer) unless extended
by the Company. Any Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before 5:00 p.m., Eastern Standard Time, on the Expiration
Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Conditions."
3. Any transfer taxes incident to the transfer of Old Notes from the
holder to the Company will be paid by the Company, except as otherwise provided
in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., Eastern Standard Time, on the
Expiration Date, unless extended by the Company.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. The Letter of Transmittal is furnished to you for your information
only and may not be used directly by you to tender Old Notes.
INSTRUCTIONS WITH RESPECT TO
EXCHANGE OFFER
This undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by the Company
with respect to the Old Notes.
This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal.
Aggregate Principal Amount of Old Notes
---------------------------------------
12 1/4% Senior Notes Due 2008.........
---------------------------------------
Please do not tender any Old Notes
held by you for my account
Dated: , 1998 ---------------------------------------
---------------------
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Signature(s)
---------------------------------------
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Please print name(s) here
---------------------------------------
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Address(es)
---------------------------------------
Area Code(s) and Telephone Number(s)
---------------------------------------
Tax identification or
Social Security No(s).
None of the Old Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all the Old Notes held by us for your
account.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 3/3/98 | | | | | | | None on these Dates |
| | 2/2/98 | | 1 |
| List all Filings |
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