Exhibit 12(a)(2)
Letter of Transmittal
To Accompany Certificates Representing Shares
of
Class A Common Stock
ELECTRIC LIGHTWAVE, INC.
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DESCRIPTION OF SHARES SURRENDERED
(PLEASE FILL IN. ATTACH SEPARATE SCHEDULE IF NEEDED)
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Name(s) and Address of Registered Holder(s)
(if there is any error in the name or address shown below, Certificate Number of
Please make the necessary corrections) Number(s) Shares
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Total Shares
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This Letter of Transmittal is being delivered in connection with the
tender offer by ELI Acquisition, Inc. ("Subsidiary"), a Delaware corporation and
a wholly-owned subsidiary of Citizens Communications Company, a Delaware
corporation ("Citizens"), to purchase all of the outstanding shares of Class A
Common Stock, $.01 par value per share ("ELI Common Stock"), of Electric
Lightwave, Inc., a Delaware corporation ("ELI"), at an offer price of $0.70 per
share in cash, without interest (the "Offer Price"). Pursuant to the terms and
conditions set forth in the Offer to Purchase, dated May 20, 2002, the
undersigned hereby surrenders the certificate(s) delivered herewith representing
shares of ELI Common Stock for the purpose of receiving in exchange the Offer
Price, for each share of ELI Common Stock represented by such certificate(s). NO
PAYMENT SHALL BE MADE WITH RESPECT TO ANY SHARES OF ELI COMMON STOCK REPRESENTED
BY A CERTIFICATE(S) UNTIL THE SURRENDER OF SUCH CERTIFICATE(S) FOR EXCHANGE.
The undersigned represents that I (we) have full authority to surrender
without restriction the certificate(s) for exchange. Please issue the check in
the name shown above to the above address unless instructions are given in the
boxes below.
Mail or deliver this Letter of Transmittal, together with the
certificate(s) representing your shares, to:
THE PAYING AGENT AT ONE OF THE ADDRESSES LISTED BELOW.
By First Class Mail: By Overnight Delivery: By Hand Delivery:
Illinois Stock Transfer Company Illinois Stock Transfer Company Illinois Stock Transfer Company
209 West Jackson Blvd. 209 West Jackson Blvd. 209 West Jackson Blvd.
Suite 903 Suite 903 Suite 903
Chicago, IL 60606 Chicago, IL 60606 Chicago, IL 60606
Telephone Assistance:
Banks and Brokers call: 312-427-2953
All others call: 800-757-5755
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 PAYING AGENT AT (312) 427-2953. SEE INSTRUCTION 5.
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SPECIAL ISSUANCE/PAYMENT INSTRUCTIONS
Complete ONLY if the certificate is to be issued in a name which
differs from the name on the surrendered certificate(s). Issue to:
Name:
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Address:
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SPECIAL DELIVERY INSTRUCTIONS
(PLEASE ALSO COMPLETE SUBSTITUTE FORM W-9 ON THE REVERSE AND
SEE INSTRUCTIONS REGARDING SIGNATURE GUARANTEE.
SEE INSTRUCTIONS 3, 4 & 6)
Complete ONLY if the certificate is to be mailed to some address
other than the address reflected above. Mail to:
Name:
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Address:
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YOU MUST SIGN IN THE BOX BELOW.
ALSO
SIGN AND PROVIDE YOUR TAX ID NUMBER ON THE BACK OF THIS FORM
SIGNATURE(S) REQUIRED
Signature(s) of Registered Holder(s) or Agent
Must be signed by the registered holder(s) exactly as name(s) appear(s) on
stock certificate(s). If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer for a corporation acting in a fiduciary or
representative capacity, or other person, please set forth full title. See
Instructions 2, 3, or 4.
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(Registered Holder)
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(Registered Holder)
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(Title, if any)
Date:
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Phone No.:
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SIGNATURE(S) GUARANTEED (IF REQUIRED)
SEE INSTRUCTION 3.
Unless the shares are tendered by the registered holder(s) of the common stock,
or for the account of a member of a "Signature Guarantee Program" ("STAMP"),
Stock Exchange Medallion Program ("SEMP") or New York Stock Exchange Medallion
Signature Program ("MSP") (an "Eligible Institution"), the above signature(s)
must be guaranteed by an Eligible Institution. See Instruction 3.
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(Authorized Signature)
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(Name of Firm)
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(Address of Firm - Please Print)
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INSTRUCTIONS FOR SURRENDERING CERTIFICATES
(Please read carefully the instructions below)
1. Method of Delivery. Your old certificate(s) and the Letter of
Transmittal must be sent or delivered to the Paying Agent. DO NOT SEND THEM TO
CITIZENS. The method of delivery of Certificates to be surrendered to the Paying
Agent at one of the addresses set forth on the front of the Letter of
Transmittal is at the option and risk of the surrendering stockholder. Delivery
will be deemed effective only when received. IF THE CERTIFICATE(S) ARE SENT BY
MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND PROPERLY INSURED, IS
SUGGESTED. A return envelope is enclosed.
2. Certificate Issued in the Same Name. If the certificate is issued in the
same name as the surrendered certificate is registered, the Letter of
Transmittal should be completed and signed exactly as the surrendered
certificate is registered. DO NOT SIGN THE CERTIFICATE(S). SIGNATURE GUARANTEES
ARE NOT REQUIRED if the Certificate(s) surrendered herewith are submitted by the
registered owner of such shares who has not completed the section entitled
"Special Issuance Instructions" or are for the account of an Eligible
Institution. If any of the Shares surrendered hereby are owned by two or more
joint owners, all such owners must sign this Letter of Transmittal exactly as
written on the face of the certificate(s). If any Shares are registered in
different names on several certificates, it will be necessary to 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. Certificate Issued in Different Name. If the section entitled "Special
Issuance 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 issuance is to
be made to a person other than the signer of this Letter of Transmittal, or if
the issuance is to be made to a person other than the registered owner(s), then
the surrendered certificates must be endorsed or accompanied by duly executed
stock powers, in either case signed exactly as the name(s) of the registered
owners appear on such certificate(s) or stock power(s), with the signatures on
the Certificate(s) or stock power(s) guaranteed by an Eligible Institution as
provided herein.
4. Special Payment and Delivery Instructions. Indicate the name and address
in which the certificate is to be sent if different from the name and/or address
of the person(s) signing this Letter of Transmittal. The stockholder is required
to give the social security number or employer identification number of the
record owner of the shares. If Special Issuance Instructions have been
completed, the stockholder named therein will be considered the record owner for
this purpose.
5. Letter of Transmittal Required. SURRENDER OF CERTIFICATE(S), LOST
CERTIFICATE(S): You will not receive your certificate unless and until you
deliver this Letter of Transmittal, properly completed and duly executed, to the
Paying Agent, together with the certificate(s) evidencing your shares and any
required accompanying evidences of authority. IF YOUR CERTIFICATE(S) HAS BEEN
LOST, STOLEN, MISPLACED OR DESTROYED, CONTACT THE PAYING AGENT FOR INSTRUCTIONS
AT (312) 427-2953 PRIOR TO SUBMITTING YOUR CERTIFICATES FOR EXCHANGE.
6. Substitute Form W-9. Under Federal income tax law, a non-exempt
stockholder is required to provide the Exchange Agent with such stockholder's
correct Taxpayer Identification Number ("TIN") on the Substitute Form W-9 below.
If the certificate(s) are in more than one name or are not in the name of the
actual owner, consult the enclosed Substitute Form W-9 guidelines for additional
guidance on which number to report. FAILURE TO PROVIDE THE INFORMATION ON THE
FORM MAY SUBJECT THE SURRENDERING STOCKHOLDER TO 30% FEDERAL INCOME TAX
WITHHOLDING ON THE PAYMENT OF ANY CASH.
The surrendering stockholder must check the box in Part III if a TIN has
not been issued and the stockholder has applied for a number or intends to apply
for a number in the near future. If a TIN has been applied for and the Paying
Agent is not provided with a TIN before payment is made, the Paying Agent will
withhold 30% on all payments to such surrendering stockholders of any cash
consideration due for their former Shares. Please review the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional details on what Taxpayer Identification Number to give the Paying
Agent.
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SUBSTITUTE
Form W-9
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Department of the Part I - Please provide your TIN in the space Social Security No. or Employer
Treasury Internal at the right and certify by signing and dating below Identification No.
Revenue Service -------------------------------------------------------------------------------------------------
Part II - For Payees exempt from backup withholding, Payer's Request see the enclosed Guidelines
for Taxpayer For Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
Identification instructed therein.
Number (TIN) --------------------------------------------------------------------------------------------------
Part III
Awaiting TIN: / /
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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).
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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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Questions and requests for assistance or for additional copies of this
Offer to Purchase, the Letter of Transmittal or other tender offer materials may
be directed to the Information Agent at its address and telephone number set
forth below. Stockholders may also contact their broker, dealer, bank or trust
company for assistance concerning the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.