EXHIBIT 99.1
LETTER OF TRANSMITTAL
PSEG ENERGY HOLDINGS INC.
OFFER TO EXCHANGE ITS 8.625% SENIOR NOTES DUE 2008, WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 FOR ANY AND ALL OUTSTANDING 8.625%
SENIOR NOTES DUE 2008, WHICH HAVE NOT BEEN SO REGISTERED.
PURSUANT TO THE PROSPECTUS DATED __________, 2001
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., EASTERN TIME, ON _____________,
2001, UNLESS THE OFFER IS EXTENDED.
To: FIRST UNION NATIONAL BANK, Exchange Agent
Facsimile Transmissions:
By Hand Or Overnight Delivery: (Eligible By Registered Or Certified Mail:
First Union National Bank Institutions By Hand Or Overnight Delivery:
First Union Customer Only) First Union National Bank
Information Center 704-590-7628 First Union Customer
1525 West W.T. Harris Blvd. Information Center
Corporate Trust Department 1525 West W.T. Harris Blvd.
Charlotte, N.C.* 28262 Corporate Trust Department
Attention: Michael Klotz Charlotte, N.C.* 28262
Attention: Michael Klotz
To Confirm by Telephone
or for Information Call:
Marsha Rice
704-590-7413
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Certain terms used but not defined herein shall have the same meaning given them
in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Original Notes (as
defined below) either if Original Notes are to be forwarded herewith or if
tenders of Original Notes are to be made by book-entry transfer to an account
maintained by First Union National Bank (the Exchange Agent) at The Depository
Trust Company (DTC) pursuant to the procedures set forth in The Exchange Offer
- -- Procedures for Tendering Original Notes in the Prospectus.
Holders of Original Notes whose certificates (the Certificates) for such
Original Notes are not immediately available or who cannot deliver their
Certificates and all other required documents to the Exchange Agent on or prior
to the expiration date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis must tender their Original
Notes according to the guaranteed delivery procedures set forth in The Exchange
Offer -- Procedures for Tendering Original Notes in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
*Regular Mail -- 28288
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX: DESCRIPTION OF ORIGINAL NOTES
- --------------------------------------------------------------------------------
Please print (Need not be Principal Amount of Principal Amount of
Name and Completed by Original Notes Tendered Original Notes Tendered
Address of Book-Entry (Attach additional list (if Principal Amount of
Registered Holders) if if needed) Original Notes is Less
Holder than All)*
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
TOTAL
- --------------------------------------------------------------------------------
* All Original Notes held shall be deemed tendered unless a lesser number is
specified in this column.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH 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 ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holders(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: ___________________
Tendering Institution: DTC Account Number: _____________________________________
Transaction Code Number: _______________________________________________________
2
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
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 ORIGINAL NOTES FOR
ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES
(PARTICIPATING BROKER-DEALER) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name: __________________________________________________________________________
Address: _______________________________________________________________________
3
To: First Union National Bank
Ladies and Gentlemen:
The undersigned hereby tenders to PSEG Energy Holdings Inc., a corporation
formed under the laws of the State of New Jersey (Energy Holdings), the above
described aggregate principal amount of Energy Holdings' 8.625% Senior Notes due
2008 (the Original Notes) in exchange for a like aggregate principal amount of
Energy Holdings' 8.625% Senior Notes due 2008 (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 Original 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 Energy
Holdings all right, title and interest in and to such Original 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 Energy Holdings in
connection with the Exchange Offer) with respect to the tendered Original 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 Original
Notes to Energy Holdings together with all accompanying evidences of transfer
and authenticity to, or upon the order of, Energy Holdings, upon receipt by the
Exchange Agent, as the undersigned's agent, of the Exchange Notes to be issued
in exchange for such Original Notes, (ii) present Certificates for such Original
Notes for transfer, and to transfer the Original Notes on the books of Energy
Holdings, and (iii) receive for the account of Energy Holdings all benefits and
otherwise exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENT(S) AND WARRANT(S) THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE ORIGINAL
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, ENERGY
HOLDINGS WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
ORIGINAL 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 ENERGY HOLDINGS OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL NOTES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE EXCHANGE
AND REGISTRATION RIGHTS AGREEMENT DATED SEPTEMBER __, 2001 (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 Original Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Original Notes. The
Certificate number(s) and the Original Notes that the undersigned wishes to
tender should be indicated in the appropriate boxes above.
If any tendered Original Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if Certificates are submitted for more Original Notes than
are tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Original Notes will be returned (or, in the case of Original Notes
tendered by book-entry transfer, such Original 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.
4
The undersigned understands that tenders of Original Notes pursuant to any one
of the procedures described in The Exchange Offer -- Procedures for Tendering
Original Notes in the Prospectus and in the instructions hereto will, upon
Energy Holdings' acceptance for exchange of such tendered Original Notes,
constitute a binding agreement among the undersigned and Energy Holdings upon
the terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, Energy
Holdings may not be required to accept for exchange any of the Original 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 Original Notes, that such Exchange Notes be credited to the account
indicated above maintained at DTC. If applicable, substitute Certificates
representing Original Notes not exchanged or not accepted for exchange will be
issued to the undersigned or, in the case of a book-entry transfer of Original
Notes, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under Special Delivery Instructions,
please deliver Exchange Notes to the undersigned at the address shown below the
undersigned's signature.
BY TENDERING ORIGINAL NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL OR BY
DELIVERING AN AGENT'S MESSAGE IN LIEU THEREOF, THE UNDERSIGNED HEREBY REPRESENTS
AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN AFFILIATE OF ENERGY HOLDINGS
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT, (II) ANY EXCHANGE NOTES
TO BE RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF
ITS BUSINESS, (III) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF SUCH EXCHANGE NOTES, 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.
BY TENDERING ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS
LETTER OF TRANSMITTAL, A HOLDER OF ORIGINAL NOTES WHICH IS A BROKER-DEALER
REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY
THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE
COMMISSION TO THIRD PARTIES, THAT (A) SUCH ORIGINAL NOTES HELD BY THE
BROKER-DEALER ARE HELD ONLY AS A NOMINEE, OR (B) SUCH ORIGINAL 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).
ENERGY HOLDINGS 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 ORIGINAL
NOTES, WHERE SUCH ORIGINAL NOTES WERE ACQUIRED BY SUCH PARTICIPATING
BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES OR
OTHER TRADING ACTIVITIES. IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED
ORIGINAL NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING
ACTIVITIES (A PARTICIPATING BROKER-DEALER), BY TENDERING SUCH ORIGINAL NOTES AND
EXECUTING THIS LETTER OF TRANSMITTAL OR BY DELIVERING AN AGENT'S MESSAGE IN LIEU
THEREOF, AGREES THAT, UPON RECEIPT OF NOTICE FROM ENERGY HOLDINGS OF THE
OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF (I) ANY FACT WHICH MAKES ANY
STATEMENT CONTAINED IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
5
RESPECT OR (II) ANY FACT WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR (III) 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 ENERGY HOLDINGS 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 ENERGY HOLDINGS HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE
NOTES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Original Notes whose Original Notes are accepted for exchange will
not receive accrued interest on such Original Notes for any period from and
after the last interest payment date to which interest has been paid or duly
provided for on such Original Notes prior to the original issue date of the
Exchange Notes or, if no such interest has been paid or duly provided for, will
not receive any accrued interest on such Original Notes, and the undersigned
waives the right to receive any interest on such Original Notes accrued from and
after such interest payment date or, if no such interest has been paid or duly
provided for, from and after October 8, 1999.
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.
Please be advised that Energy Holdings is making the Exchange Offer in reliance
upon the position of the staff of the Division of Corporation Finance of the
Securities and Exchange Commission set forth in certain interpretive letters
addressed to third parties in other transactions. In addition, Energy Holdings
has authorized us to inform you as follows: Energy Holdings has not entered into
any arrangement or understanding with any person to distribute the Exchange
Notes to be received in the Exchange Offer and, to the best of its information
and belief, each person participating in the Exchange Offer is acquiring the
Exchange Notes in its ordinary course of business and has no arrangement or
understanding with any person to participate in the distribution of the Exchange
Notes to be received in the Exchange Offer. In this regard, Energy Holdings will
make each person participating in the Exchange Offer aware that if such person
is participating in the Exchange Offer for the purpose of distributing the
Exchange Notes to be acquired in the Exchange Offer, such person (a) could not
rely on the staff position enunciated in the interpretative letters referred to
above and (b) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale
transaction. Energy Holdings acknowledges that such a secondary resale
transaction by such person participating in the Exchange Offer for the purpose
of distributing the Exchange Notes should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or 508, as applicable, of Regulation S-K. Furthermore,
Energy Holdings will include in the transmittal letter to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) an
acknowledgment that if such exchange offeree is a broker-dealer that will
receive Exchange Notes for its own account in exchange for Original Notes that
were acquired as a result of market-making activities or other trading
activities, it will deliver a prospectus in connection with any resale of such
Exchange Notes and (y) a statement that by so acknowledging and by delivering a
prospectus, such exchange offeree will not be deemed to admit that it is an
underwriter within the meaning of the Securities Act.
6
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED DESCRIPTION OF ORIGINAL NOTES
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL
NOTES AS SET FORTH IN SUCH BOX.
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
(Signature(s) of Holder(s))
Dated: _____________, 2001.
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original 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, certifications and other information as may be required by Energy
Holdings for the Original Notes to comply with the restrictions on transfer
applicable to the Original 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.
Name(s): _______________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
Tax ID Number: _________________________________________________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature ___________________________________________________________
Date: ___________________, 2001
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
7
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, AND 6)
To be completed ONLY if the Exchange Notes or Original Notes not tendered are to
be issued in the name of someone other than the registered holder of the
Original Notes whose name(s) appear(s) above.
Issue
[ ] Original Notes not tendered to:
[ ] Exchange Notes to:
Name(s): _______________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and
Telephone Number: ______________________________________________________________
Tax ID Number: _________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, AND 6)
To be completed ONLY if the Exchange Notes or Original Notes not tendered are to
be sent to someone other than the registered holder of the Original Notes whose
name(s) appear(s) above.
Issue
[ ] Original Notes not tendered to:
[ ] Exchange Notes to:
Name(s): _______________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and
Telephone Number: ______________________________________________________________
Tax ID Number: _________________________________________________________________
8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in The Exchange
Offer -- Procedures for Tendering Original Notes in the Prospectus and an
Agent's Message is not delivered. Certificates, or timely confirmation of a
book-entry transfer of such Original Notes into the Exchange Agent's account at
DTC, 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 any of 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 DTC participant, which
acknowledgment states that such participant has received and agrees to be bound
by the Letter of Transmittal (including the representations contained herein)
and that Energy Holdings may enforce the Letter of Transmittal against such
participant. Original Notes may be tendered in whole or in part in integral
multiples of $1,000.
Holders who wish to tender their Original Notes and (i) whose Original Notes are
not immediately available or (ii) who cannot deliver their Original Notes, this
Letter of Transmittal and all other required documents to the Exchange Agent on
or prior to the Expiration Date or (iii) who cannot complete the procedures for
delivery by book-entry transfer on a timely basis, may tender their Original
Notes by properly completing and duly executing a Notice of Guaranteed Delivery
pursuant to the guaranteed delivery procedures set forth in The Exchange Offer
- -- Procedures for Tendering Original Notes 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 Energy
Holdings, must be received by the Exchange Agent on or prior to the expiration
date; and (C) the Certificates (or a book-entry confirmation (as defined in the
Prospectus)) representing all tendered Original Notes, in proper form for
transfer, together with a 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 within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in The
Exchange Offer -- Procedures for Tendering Original Notes 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 Original 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 CERTIFICATES, 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.
Energy Holdings will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), waives any right to receive any notice of the acceptance of
such tender.
9
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 Original Notes) of
Original 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 Original 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
ORIGINAL NOTES IS INADEQUATE, THE CERTIFICATE NUMBER(S) AND/OR THE PRINCIPAL
AMOUNT OF ORIGINAL NOTES AND ANY OTHER REQUIRED INFORMATION SHOULD BE LISTED ON
A SEPARATE SIGNED SCHEDULE WHICH IS ATTACHED TO THIS LETTER OF TRANSMITTAL.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. If less than all the Original Notes
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of Original Notes which are to be tendered in the box entitled Principal
Amount of Original Notes Tendered (if Principal Amount of Original Notes is Less
than All). In such case, new Certificate(s) for the remainder of the Original
Notes that were evidenced by your old Certificate(s) will be sent in accordance
with the issuance and delivery instructions received promptly after the
expiration date. All Original 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 Original 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 any of its addresses set forth above or in the Prospectus on
or prior to the expiration date. Any such notice of withdrawal must specify the
name of the person who tendered the Original Notes to be withdrawn, the
aggregate principal amount of Original Notes to be withdrawn, and (if
Certificates for Original Notes have been tendered) the name of the registered
holder of the Original Notes as set forth on the Certificate for the Original
Notes, if different from that of the person who tendered such Original Notes. If
Certificates for the Original Notes have been delivered or otherwise identified
to the Exchange Agent, then prior to the physical release of such Certificates
for the Original Notes, the tendering holder must submit the serial numbers
shown on the particular Certificates for the Original Notes to be withdrawn and
the signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Original Notes tendered for the account of an
Eligible Institution. If Original Notes have been tendered pursuant to the
procedures for book-entry transfer set forth in the Prospectus under The
Exchange Offer -- Procedures for Tendering Original Notes, the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Original Notes, in which case a notice of withdrawal will
be effective if delivered to the Exchange Agent by written, telegraphic, telex
or facsimile transmission. Withdrawals of tenders of Original Notes may not be
rescinded. Original 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 Original
Notes.
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Energy Holdings, in
its sole discretion, whose determination shall be final and binding on all
parties. Energy Holdings, any affiliates or assigns of Energy Holdings, the
Exchange Agent or any other person shall not 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 Original 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 Original
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) without alteration, enlargement or
any change whatsoever. If any of the Original Notes tendered hereby are owned of
record by two or more joint owners, all such owners must sign this Letter of
Transmittal.
If any tendered Original 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) as
10
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 Energy Holdings, 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
Original 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 Original 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
Energy Holdings may require in accordance with the restrictions on transfer
applicable to the Original 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 Original 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. Energy Holdings 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 Original Notes, which
determination shall be final and binding on all parties. Energy Holdings
reserves the absolute right 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 Energy Holdings, be unlawful, and Energy Holdings also
reserves the right to waive any conditions or irregularities in any tender of
Original Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. Energy Holdings'
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 Original Notes will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. Energy
Holdings, any affiliates or assigns of Energy Holdings, the Exchange Agent, or
any other person shall not 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 may be directed to the Exchange Agent at any of its
addresses and telephone number set forth on the front of this Letter of
Transmittal. Additional copies of the Prospectus, the Notice of Guaranteed
Delivery and the Letter of Transmittal 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 Original 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 Original Notes exchanged pursuant
to the Exchange Offer may be subject to 31% backup withholding.
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,
11
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
Original Notes or of the last transferee appearing on the transfers attached to,
or endorsed on, the Original Notes. If the Original 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. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders of Original Notes, by execution
of this Letter of Transmittal, shall waive any right to receive notice of the
acceptance of Original Notes for exchange.
Neither Energy Holdings, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Original
Notes nor shall any of them incur any liability for failure to give any such
notice.
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s) representing
Original 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.
12. SECURITY TRANSFER TAXES. Holders who tender their Original 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
Original Notes tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original 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.
12
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.
(TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS)
(SEE INSTRUCTION 9)
PAYOR'S NAME: FIRST UNION NATIONAL BANK
SUBSTITUTE
FORM W-9
Department of
the Treasury
Internal
Revenue Service
Payor's Request for
Taxpayer Identification
Number (TIN)
and Certification
PART 1 -- PLEASE PROVIDE YOUR TIN: _________________
TIN IN THE BOX AT RIGHT AND Social Security Number
CERTIFY BY SIGNING AND or Employer
DATING BELOW |_| Identification Number
PART 2 -- AWAITING TIN |_|
PART 3 -- CERTIFICATION -- UNDER THE 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), (2) I AM NOT SUBJECT TO
BACKUP WITHHOLDING EITHER BECAUSE (I) I AM EXEMPT FROM BACKUP WITHHOLDING, (II)
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 (III) THE IRS HAS NOTIFIED ME THAT I AM NO LONGER SUBJECT TO
BACKUP WITHHOLDING, AND (3) ANY OTHER INFORMATION PROVIDED ON THIS FORM IS TRUE
AND CORRECT.
Signature: __________________________________ Date _____________________________
You must cross out item (2) in Part 3 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 and you have not been notified by the IRS that you
are no longer subject to backup withholding.
13
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
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 (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, 31% of all
payments made to me on account of the Exchange Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent 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 31% 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: ________________, 2001
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
14