LETTER OF TRANSMITTAL
To Accompany Certificates Representing Bangor Hydro-Electric Company 7%
Series of Preferred Stock Tendered in Response to Offer to Purchase
Dated January 28, 2003
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DESCRIPTION OF 7% SERIES PREFERRED SHARES SURRENDERED (Please fill
in. Attach separate schedule if needed.)
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Name(s) and Address of Registered Holder(s) | Certificate | Number of 7%
(If there is any error in the name or address | No(s). | Series
shown below, please make the necessary | | Preferred
corrections.) | | Shares
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|-------------|-------------
|-------------|-------------
|-------------|-------------
|-------------|-------------
| TOTAL SHARES|
|-------------|-------------
PLEASE READ AND FOLLOW THE ACCOMPANYING INSTRUCTIONS
Reference is made to the Offer to Purchase dated January 28, 2003, receipt
of which is hereby acknowledged, whereby Bangor Hydro-Electric Company (the
"Company") has offered to purchase and will purchase on or before February
27, 2003 (the "Expiration Date") any shares of its outstanding 7% Series
Preferred Stock (par value $100.00 per share) (the "Preferred Shares"), at
a purchase price of $115.00 per share (the "Purchase Price"), plus any
accrued and unpaid dividends for the period from October 1, 2002 to the
Expiration Date, without interest. The undersigned hereby surrenders the
above-described 7% Series Preferred Shares for purchase in accordance with
the terms of the Offer to Purchase.
By signing below, I (we) represent that I (we) have full authority to
surrender without restriction the enclosed certificate(s) for redemption.
Please issue the check in payment of the Purchase Price for the 7% Series
Preferred Shares in the name shown above to the above address unless
instructions are given in the boxes below. The Company hereby reserves the
right to reject any and all certificates representing 7% Series Preferred
Shares or Letters of Transmittal not in proper form or to waive any
irregularities or defects in the surrender of any certificates delivered in
connection herewith, and the Company's interpretation of the terms and
conditions of the Offer to Purchase and this Letter of Transmittal with
respect to such irregularities and defects shall be final and binding.
Mail or deliver this Letter of Transmittal, or a facsimile, together with
the certificate(s) representing your 7% Series Preferred Shares, to
EquiServe (the "Depository") at one of the addresses listed below:
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
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EquiServe Trust Securities Transfer EquiServe Trust
Corporate Actions & Reporting Attn: Corporate Actions
Post Office Box 43014 c/o EquiServe Trust 150 Royall Street
Providence, RI 100 William's Street, Canton, MA 02021
02940-3014 Galleria
NewYork, NY 10038
TELEPHONE ASSISTANCE: 800-736-3001
Method of delivery of the certificate(s) is at the option and risk of the
owner thereof. See Instruction 1.
If your certificate(s) have been lost, stolen, misplaced or mutilated
contact the Depository at (800) 736-3001. See Instruction 5.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
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Complete ONLY if the check for the Complete ONLY if the check for
payment of the Purchase Price for the payment of the Purchase Price
the 7% Series Preferred Shares is to of the 7% Series Preferred Shares
be issued in a name which differs is to be mailed to an address
from the name on the surrendered other than the address reflected
certificate(s). Issue check to: above. Mail to:
Name: Name:
____________________________________ ------------------------------------
Address: Address:
____________________________________ ------------------------------------
____________________________________ -------------------------------------
(Please also complete Substitute
Form W-9 on the reverse AND
see instructions regarding signature
guarantee. See Instructions 3, 4 &
6.)
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YOU MUST SIGN BELOW UNDER "SIGNATURE(S) REQUIRED" AND COMPLETE THE TAX
FORM ON THE BACK OF THIS LETTER.
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SIGNATURE(S) REQUIRED SIGNATURE(S) GUARANTEED (IF REQUIRED)
Signature(s) of Registered See Instructions 2 and 3.
Holder(s) or Agent
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Must be signed by the registered
holder(s) EXACTLY as the name(s)
appear(s) on the surrendered
certificate(s). If signature is by
a trustee, executor, officer for a
corporation acting in a
representative capacity, or any
other person, please set forth full
title. See Instructions 2, 3 or 4.
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Registered Holder Authorized Signature
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Registered Holder Name of Firm
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Title, if any Address of Firm - Please Print
Date: _______ Phone No.:____________
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
1. Method of delivery: Your 7% Series Preferred Share certificates and
this Letter of Transmittal must be sent or delivered to the Depository. Do
not send them to the Company. The method of delivery of certificates to be
surrendered to the Depository at one of the addresses set forth on the
front of this Letter of Transmittal is at the option and risk of the
surrendering shareholder. Delivery will be deemed effective only when
received. If the certificates are sent by mail, registered mail with
return receipt requested and properly insured is suggested. A return
envelope is enclosed.
2. Check to be issued in the same name: If the check for the payment of
the Purchase Price for the 7% Series Preferred Shares is to be issued in
the same name as the surrendered certificate is registered, this Letter of
Transmittal should be completed and signed exactly as the surrendered
certificate is registered. Do not sign the certificate. Signature
guarantees are not required if the certificates surrendered herewith are
(1) submitted by the registered owner of such shares and such owner has not
completed the section entitled "Special Payment Instructions" or (2) are
for the account of an Eligible Institution (as defined in Instruction 3).
If any of the certificates surrendered hereby are registered in the name of
two or more joint owners, all such owners must sign this Letter of
Transmittal exactly as their names are written on the face of the
certificates. If you have certificates registered in different names, you
must complete, sign and submit as many separate Letters of Transmittal as
there are different registrations. Letters of Transmittals executed by
trustees, executors, administrators, guardians, officers of corporations,
or others acting in a fiduciary capacity who are not identified as such in
the registration must be accompanied by proper evidence of the signer's
authority to act.
3. Check to be issued in a different name: If the section entitled
"Special Payment Instructions" is completed then signatures on this Letter
of Transmittal must be guaranteed by a firm that is a bank, broker, dealer,
credit union, savings association or other entity which is a member in good
standing of the Securities Transfer Agents' Medallion Program (each an
"Eligible Institution"). If the surrendered certificates are registered in
the name of a person other than the signer of this Letter of Transmittal,
or if payment is to be made to a person other than the signer of this
Letter of Transmittal, then the surrendered certificates must be endorsed
or accompanied by duly executed stock powers, in either case signed exactly
as the names of the registered owners appear on such certificates, with the
signatures on the certificates or stock powers guaranteed by an Eligible
Institution as provided herein.
4. Special payment and delivery instructions: Indicate the name and
address to which the check for payment of the Purchase Price for the 7%
Series Preferred Shares is to be sent if different from the name and/or
address of the persons signing this Letter of Transmittal. If the section
entitled "Special Payment Instructions" has been completed, the person or
entity named therein will be considered the record owner of the 7% Series
Preferred Shares. Such person or entity is required to complete the
Substitute Form W-9 below.
5. Letter of Transmittal and surrender of certificate(s) required: You
will not receive the check for payment of the Purchase Price for 7% Series
Preferred Shares unless and until you deliver this Letter of Transmittal,
properly completed and duly executed, to the Depository, together with the
certificates evidencing your 7% Series Preferred Shares and any required
accompanying evidences of authority. If your certificates have been lost,
stolen, misplaced or destroyed, contact the Depository for instructions at
800-736-3001 prior to completing this Letter of Transmittal.
6. Substitute Form W-9: Under the federal income tax law, each
shareholder is required to provide the Depository with such shareholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9
below unless such shareholder is exempt from withholding. If your
certificates are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayers
Identification Number on Substitute Form W-9 (the "Guidelines") for
additional guidance on which number to report. Failure to provide the
information on the form may subject the surrendering shareholder to 30.0%
federal income tax withholding on the payment of the Purchase Price.
Corporations and foreign holders may contact the Depository to obtain IRS
Form W-8BEN, a substitute Form W-8BEN, or such other IRS Form W-8 as is
appropriate.
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SUBSTITUTE Form W-9 Part I - Please Social Security No. or
Department of the provide your TIN in Employer Identification No.
Treasury the space at the
Internal Revenue right and certify by ----------------------
Service signing and dating below.
Payer's Request ----------------------------------------------------
for Taxpayer Part II - For Payees exempt Part III -
Identification backup withholding, check the Awaiting TIN: __
Number (TIN) following box, review the enclosed
Guidelines and complete this form as
instructed therein. __
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Certification - Under penalties of perjury, I certify that: (1) The number
shown on this form is my correct taxpayer identification number, and (2) I
am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the IRS that I am subject
to backup withholding as 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, and (3) I am a U.S. person (including a U.S. resident alien).
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 were no longer
subject to backup withholding, do not cross out item (2).
Also see instructions in the enclosed Guidelines.
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PLEASE SIGN HERE Signature _______________________ Date _________________
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If you have checked the box under "Part III - Awaiting TIN" you must
complete the following certificate.
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CERTIFICATE OF TAXPAYER AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) 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
(2) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of payment, 30.0% of all payments made to me on account of my 7% Series
Preferred Shares shall be retained until I provide a taxpayer identification
number to the Depository and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding and 30.0% of
all reportable payments made to me thereafter will be withheld and remitted
to the Internal Revenue Service until I provide a taxpayer identification
number.
Signature: ___________________ Date: ____________________
Name (please print): _____________________________________