EXHIBIT 99.1
LETTER OF TRANSMITTAL
CASCADE CAPITAL TRUST I
OFFER TO EXCHANGE ITS
11.00% CAPITAL SECURITIES, SERIES B
("EXCHANGE CAPITAL SECURITIES")
(LIQUIDATION AMOUNT $1,000 PER EXCHANGE CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
11.00% CAPITAL SECURITIES, SERIES A
("ORIGINAL CAPITAL SECURITIES")
(LIQUIDATION AMOUNT $1,000 PER ORIGINAL CAPITAL SECURITY)
UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN,
BY
CASCADE FINANCIAL CORPORATION
PURSUANT TO THE PROSPECTUS DATED JULY __, 2000
(AS THE SAME MAY BE AMENDED OR SUPPLEMENTED, THE "PROSPECTUS")
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______________, 2000,
OR ON SUCH LATER DATE OR TIME TO WHICH THE TRUST
MAY EXTEND THE EXCHANGE OFFER (THE "EXPIRATION
DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offer Is:
WILMINGTON TRUST COMPANY,
as Property Trustee of Cascade Capital Trust I
Facsimile By Hand, Overnight Delivery, Confirm by
Transmission Number: Courier or Certified Mail: Telephone:
(302) 651-8882 Wilmington Trust Company, (302) 651-1000
(Eligible Institutions as Exchange Agent
Only) Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration
Cascade Capital Trust I Exchange Offer
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.
Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus. As used herein, the term "Holder" means a
holder of Original Capital Securities, including any participant ("DTC
Participant") in the book-entry transfer facility system of The Depository Trust
Company ("DTC") whose name appears on a security position listing as the owner
of the Original Capital Securities. As used herein, the term "Certificates"
means physical certificates representing Original Capital Securities.
To participate in the Exchange Offer (as defined below), Holders must
tender by (a) book-entry transfer pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer--Procedures for Tendering Original Capital
Securities," or (b) forwarding Certificates herewith. Holders who are DTC
Participants tendering by book-entry transfer must execute such tender through
the Automated Tender Offer Program ("ATOP") of DTC. A Holder using ATOP should
transmit its acceptance to DTC on or prior to the Expiration Date. DTC will
verify such acceptance, execute a book-entry transfer of the tendered Original
Capital Securities into the Exchange Agent's account at DTC and then send to the
Exchange Agent confirmation of such book-entry transfer (a "Book-Entry
Confirmation"), including an agent's message ("Agent's Message") confirming that
DTC has received an express acknowledgment from such Holder that such Holder has
received and agrees to be bound by this Letter of Transmittal and that the Trust
and the Corporation may enforce this Letter of Transmittal against such Holder.
The Book-Entry Confirmation must be received by the Exchange Agent in order for
the tender relating thereto to be effective. Book-entry transfer to DTC in
accordance with DTC's procedures does not constitute delivery of the Book-Entry
Confirmation to the Exchange Agent.
If the tender is not made through ATOP, then 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 address set forth herein on or prior to the Expiration Date in order for
such tender to be effective.
Holders of Original Capital Securities who cannot complete the
procedures for delivery by book-entry transfer of such Original Capital
Securities on a timely basis or who cannot deliver their Certificates for such
Original Capital Securities and all other required documents to the Exchange
Agent on or prior to the Expiration Date, must, in order to participate in the
Exchange Offer, tender their Original Capital Securities according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Original Capital Securities."
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR 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, WE RECOMMEND
USING REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED OR
OVERNIGHT DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF ORIGINAL CAPITAL SECURITIES TENDERED
(SEE INSTRUCTION 4)
- ------------
* Need not be completed by book-entry holders.
** Original Capital Securities may be tendered in whole or in part in
denominations of $100,000 and integral multiples of $1,000 in excess
thereof, provided that if any Original Capital Securities are tendered
for exchange in part, the untendered principal amount thereof must be
$100,000 or any integral multiple of $1,000 in excess thereof. All
Original Capital Securities held shall be deemed tendered unless a
lesser number is specified in this column. See Instruction 4.
BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY
o CHECK HERE IF TENDERED ORIGINAL CAPITAL SECURITIES 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:
o CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED ORIGINAL CAPITAL SECURITIES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT,
AND COMPLETE THE FOLLOWING:
Name of Registered 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:
o CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL CAPITAL
SECURITIES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER
TRADING ACTIVITIES AND WISH TO RECEIVE TEN ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
Address:
Area Code and Telephone Number:
Contact Person:
o CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NONEXCHANGED OR
NONTENDERED ORIGINAL CAPITAL SECURITIES ARE TO BE RETURNED BY CREDITING
THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
Ladies and Gentlemen:
The undersigned hereby tenders to Cascade Capital Trust I, a trust
formed under the laws of the State of Delaware (the "Trust"), and Cascade
Financial Corporation, a Delaware corporation (the "Corporation"), the
above-described aggregate Liquidation Amount of the Trust's Original Capital
Securities in exchange for a like aggregate Liquidation Amount of the Trust's
Exchange Capital Securities 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, receipt of which is hereby 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 Capital Securities 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 Trust all right, title and interest in and to such Original Capital
Securities 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
Corporation and the Trust in connection with the Exchange Offer) with respect to
the tendered Original Capital Securities, 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 Capital Securities to the Corporation
or the Trust together with all accompanying evidences of transfer and
authenticity to the Trust, upon receipt by the Exchange Agent, as the
undersigned's agent, of the Exchange Capital Securities to be issued in exchange
for such Original Capital Securities, (ii) present Certificates for such
Original Capital Securities for transfer, and to transfer the Original Capital
Securities on the books of the Trust, and (iii) receive for the account of the
Trust all benefits and otherwise exercise all rights of beneficial ownership of
such Original Capital Securities, 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
ORIGINAL CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED
FOR EXCHANGE, THE TRUST WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES,
AND THAT THE ORIGINAL CAPITAL SECURITIES 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 TRUST OR THE EXCHANGE AGENT TO BE
NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE
ORIGINAL CAPITAL SECURITIES TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY
WITH ITS OBLIGATIONS UNDER THE REGISTRATION 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
Capital Securities tendered hereby should be printed in the box entitled
"Description of Original Capital Securities" above, if they are not already set
forth in such box, as they appear on the Certificates representing such Original
Capital Securities or on the records of DTC, as the case may be. The Certificate
number(s) of any such Certificates and the liquidation amount of such Original
Capital Securities should be specified in such box as indicated above.
The undersigned understands that tenders of Original Capital Securities
pursuant to any one of the procedures described in "The Exchange
Offer--Procedures for Tendering Original Capital Securities" in the Prospectus
and in the instructions attached hereto will, upon the Corporation's and the
Trust's acceptance for exchange of such tendered Original Capital Securities,
constitute a binding agreement between the undersigned, the Corporation and the
Trust 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 Corporation and the Trust may not be required to accept
for exchange any of the Original Capital Securities tendered hereby.
Unless otherwise indicated in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Capital
Securities be issued in the name(s) of the undersigned or credited to the
account at DTC indicated above in the case of a book-entry transfer of Original
Capital Securities.
If any Original Capital Securities are submitted for more Original
Capital Securities than are tendered or accepted for exchange, then, without
expense to the tendering Holder, promptly following the expiration or
termination of the Exchange Offer, such non-exchanged or non-tendered Original
Capital Securities will, if evidenced by Certificates, be returned, or will, if
evidenced by book-entry, be credited to the account at DTC indicated above. If
applicable, substitute Certificates representing non-exchanged Original Capital
Securities will be issued to the undersigned or non-exchanged Original Capital
Securities will be credited to the account at DTC indicated above in the case of
a book-entry transfer of Original Capital Securities.
Unless otherwise indicated under "Special Delivery Instructions,"
certificates for Original Capital Securities and for Exchange Capital Securities
will be delivered to the undersigned at the address shown below the
undersigned's signature.
BY TENDERING ORIGINAL CAPITAL SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT (1) THE
UNDERSIGNED IS NOT AN "AFFILIATE" (AS DEFINED IN RULE 144 UNDER THE SECURITIES
ACT) OF THE CORPORATION OR THE TRUST, (2) ANY EXCHANGE CAPITAL SECURITIES TO BE
RECEIVED BY THE UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS
BUSINESS, (3) THE UNDERSIGNED HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
PERSON TO PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES
ACT) OF EXCHANGE CAPITAL SECURITIES TO BE RECEIVED IN THE EXCHANGE OFFER, AND
(4) 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 CAPITAL SECURITIES. BY TENDERING ORIGINAL
CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF
TRANSMITTAL, A HOLDER OF ORIGINAL CAPITAL SECURITIES THAT 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 CAPITAL SECURITIES ARE HELD
BY SUCH BROKER-DEALER ONLY AS A NOMINEE, OR (B) SUCH ORIGINAL CAPITAL SECURITIES
WERE ACQUIRED BY IT FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES
OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS MEETING THE
REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH
EXCHANGE CAPITAL SECURITIES (PROVIDED THAT, BY SO ACKNOWLEDGING AND BY
DELIVERING THE PROSPECTUS, IT WILL NOT BE DEEMED TO ADMIT THAT IT IS AN
"UNDERWRITER" WITHIN THE MEANING OF THE SECURITIES ACT).
THE CORPORATION AND THE TRUST HAVE AGREED THAT, SUBJECT TO THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS MAY BE USED IN
CONNECTION WITH RESALES OF EXCHANGE CAPITAL SECURITIES RECEIVED IN EXCHANGE FOR
ORIGINAL CAPITAL SECURITIES BY A BROKER-DEALER WHO ACQUIRED ORIGINAL CAPITAL
SECURITIES
FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER- DEALER") FOR A PERIOD ENDING 90 DAYS AFTER THE EXPIRATION
DATE (SUBJECT TO EXTENSION UNDER CERTAIN LIMITED CIRCUMSTANCES DESCRIBED IN THE
PROSPECTUS) OR, IF EARLIER, WHEN ALL SUCH EXCHANGE CAPITAL SECURITIES HAVE BEEN
DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER.
IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER, BY TENDERING SUCH
ORIGINAL CAPITAL SECURITIES AND EXECUTING THIS LETTER OF TRANSMITTAL OR BY
TENDERING THROUGH BOOK-ENTRY TRANSFER IN LIEU THEREOF, AGREES THAT, UPON RECEIPT
OF NOTICE FROM THE CORPORATION OR THE TRUST OF THE OCCURRENCE OF ANY EVENT OR
THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY
REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE
PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF
CERTAIN OTHER EVENTS SPECIFIED IN THE REGISTRATION AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE CAPITAL SECURITIES PURSUANT TO
THE PROSPECTUS UNTIL (1) THE CORPORATION AND THE TRUST HAVE AMENDED OR
SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAVE
FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING
BROKER-DEALER OR (2) THE CORPORATION OR THE TRUST HAS GIVEN NOTICE THAT THE SALE
OF THE EXCHANGE CAPITAL SECURITIES MAY BE RESUMED, AS THE CASE MAY BE. IF THE
CORPORATION OR THE TRUST GIVES SUCH NOTICE TO SUSPEND THE SALE OF THE EXCHANGE
CAPITAL SECURITIES, THEY SHALL EXTEND THE 90-DAY PERIOD REFERRED TO ABOVE DURING
WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE PROSPECTUS IN
CONNECTION WITH THE RESALE OF EXCHANGE CAPITAL SECURITIES BY THE NUMBER OF DAYS
DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING OF SUCH NOTICE TO
AND INCLUDING THE DATE ON WHICH (1) PARTICIPATING BROKER-DEALERS SHALL HAVE
RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO PERMIT
RESALES OF THE EXCHANGE CAPITAL SECURITIES OR (2) THE CORPORATION OR THE TRUST
HAS GIVEN NOTICE THAT THE SALE OF EXCHANGE CAPITAL SECURITIES 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 CAPITAL SECURITIES RECEIVED IN
EXCHANGE FOR ORIGINAL CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER MUST
NOTIFY THE CORPORATION AND THE TRUST, OR CAUSE THE CORPORATION AND THE TRUST 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 the Capital Securities will be entitled to receive
cumulative Distributions arising from the payment of interest on the Junior
Subordinated Debentures, accumulating from March 1, 2000, and payable
semi-annually in arrears on March 1st and September 1st of each year, commencing
on September 1, 2000. The record dates will be the 15th day of the month
immediately preceding the month in which the relevant payment occurs. In the
event the Exchange Offer is consummated prior to the first record date, August
15, 2000, each Exchange Capital Security will pay cumulative Distributions from
and after ________, 2000. However, in the event the Exchange Offer is
consummated after August 15, 2000, Distributions will be paid on the Original
Capital Securities accumulated from and after March 1, 2000 through September 1,
2000, and the Exchange Capital Securities then will pay Distributions from and
after September 1, 2000. The amount of each Distribution with respect to
Exchange Capital Securities will include amounts accrued to, but excluding the
date the Distribution is due. Because of the foregoing procedures regarding
Distributions, the amount of the Distributions received by holders whose
Original Capital Securities are accepted for exchange will not be affected by
the exchange. The amount of Distributions payable for any period will be
computed on the basis of the actual number of days elapsed in such period and a
360-day year of twelve 30-day months. In the event that any date on which
Distributions are
payable on the Exchange Capital Securities is not a Business Day (as defined
below), payment of the Distribution payable on such date will be made on the
next succeeding day that is a Business Day (and without any interest or other
payment in respect to any such delay), except that if such next succeeding
Business Day falls in the next calendar year, such payment shall be made on the
last Business Day of the calendar year, in each case with the same force and
effect as if made on such date (each date on which Distributions are payable in
accordance with the foregoing, a "Distribution Date".) A "Business Day" shall
mean any day other than a Saturday, a Sunday or a day on which banking
institutions in New York, New York or Wilmington, Delaware are authorized or
required by law or executive order to remain closed.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Corporation or the Trust to be necessary or desirable to
complete the sale, assignment and transfer of the Original Capital Securities
tendered hereby. 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.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
ORIGINAL CAPITAL SECURITIES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED THE ORIGINAL CAPITAL SECURITIES AS SET FORTH IN SUCH BOX.
HOLDER(S) SIGN HERE
(SEE ATTACHED INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON THE LAST PAGE)
(NOTE: SIGNATURE(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 Original Capital Securities hereby tendered or on the
records of DTC, as the case may be, 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 the Trust to comply with the restrictions on transfer applicable
to the Original Capital Securities). 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, set forth the
signatory's full title. See Instructions 5.
- -------------------------------------------------
(Signature(s) of Holder(s))
Date: ____________, 2000
- -------------------------------------------------
- -------------------------------------------------
- -------------------------------------------------
(Please Print)
Capacity: _____________________________________
(Full Title)
-------------------------------------
(Address)
-------------------------------------
(Include Zip Code)
-------------------------------------
(Area Code and Telephone Number)
-------------------------------------
(Tax Identification or Social Security Number)
GUARANTEE OF SIGNATURE(S)
(See Attached Instructions 2 and 5)
Authorized
Signature: _________________________________________________
Date: _____________, 2000
Name of
Firm: _________________________________________________
(Please Print)
Capacity: _____________________________________
(Full Title)
-------------------------------------
(Address)
-------------------------------------
(Include Zip Code)
-------------------------------------
(Area Code and Telephone Number)
-------------------------------------
(Tax Identification or Social Security Number)
SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if Exchange Capital Securities or non-tendered or
non-exchanged Original Capital Securities are to be issued in the name of
someone other than the registered Holder(s) of the Original Capital Securities
whose name(s) appear(s) above.
Issue:
o Non-tendered or non-exchanged Original Capital Securities to:
o Exchanged Capital Securities to:
(Please Print)
Capacity: _____________________________________
(Full Title)
-------------------------------------
(Address)
-------------------------------------
(Include Zip Code)
-------------------------------------
(Area Code and Telephone Number)
-------------------------------------
(Tax Identification or Social Security Number)
SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if certificates for Exchange Capital Securities or
non-tendered or non-exchanged Original Capital Securities are to be sent to
someone other than the registered Holder(s) of the Original Capital Securities
whose name(s) appear(s) above, or such registered Holder(s) at an address other
than that shown above.
Mail:
o Non-tendered or non-exchanged Original Capital Securities to:
o Exchanged Capital Securities to:
(Please Print)
Capacity: _____________________________________
(Full Title)
-------------------------------------
(Address)
-------------------------------------
(Include Zip Code)
-------------------------------------
(Area Code and Telephone Number)
-------------------------------------
(Tax Identification or Social Security Number)
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. BOOK-ENTRY TRANSFER; DELIVERY OF LETTER OF TRANSMITTAL AND
CERTIFICATES; GUARANTEED DELIVERY PROCEDURES. To tender in the
Exchange Offer, Holders must tender by (a) forwarding
Certificates herewith or (b) book-entry transfer pursuant to
the procedures set forth in "The Exchange Offer--Procedures
for Tendering Original Capital Securities" in the Prospectus.
Holders who are DTC Participants tendering by book-entry
transfer must execute such tender through DTC's ATOP system. A
Holder using ATOP should transmit its acceptance to DTC on or
prior to the Expiration Date. DTC will verify such acceptance,
execute a book-entry transfer of the tendered Original Capital
Securities into the Exchange Agent's account at DTC and then
send to the Exchange Agent a book-entry confirmation,
including an Agent's Message confirming that DTC has received
an express acknowledgment from such Holder that such Holder
has received and agrees to be bound by this Letter of
Transmittal and that the Trust and the Corporation may enforce
this Letter of Transmittal against such Holder. The Book-Entry
Confirmation must be received by the Exchange Agent in order
for the tender relating thereto to be effective. Book-entry
transfer to DTC in accordance with DTC's procedure does not
constitute delivery of the Book-Entry Confirmation to the
Exchange Agent.
If the tender is not made through ATOP, 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 address set forth herein on or prior to the Expiration Date in order for
such tender to be effective.
Original Capital Securities may be tendered in whole or in part in the
aggregate liquidation amount of $100,000 (100 Original Capital Securities) and
integral multiples of $1,000 in excess thereof, provided that, if any, Original
Capital Securities are tendered for exchange in part, the untendered aggregate
liquidation amount thereof must be $100,000 (100 Original Capital Securities) or
any integral multiple of $1,000 in excess thereof.
Holders who wish to tender their Original Capital Securities and (i)
whose Original Capital Securities are not immediately available or (ii) who
cannot deliver their Original Capital Securities, 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 Capital Securities by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in the Prospectus under "The
Exchange Offer--Guaranteed Delivery." Pursuant to such procedures: (i) such
tender must be made by or through an Eligible Institution (as defined below);
(ii) a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form accompanying this Letter of Transmittal, must be
received by the Exchange Agent on or prior to the Expiration Date; and (iii) (a)
a Book-Entry Confirmation or (b) the certificates representing all tendered
Original Capital Securities, 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, in any case, received by the Exchange Agent
within three Nasdaq National Market trading days after the date of execution of
such Notice of Guaranteed Delivery, all as provided in the Prospectus under "The
Exchange Offer -- Guaranteed Delivery."
A 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 Capital
Securities 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 THE BOOK-ENTRY CONFIRMATION OR 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.
Neither the Corporation nor the Trust will accept any alternative,
conditional or contingent tenders. Each tendering Holder, by book-entry transfer
through ATOP or execution of a Letter (or facsimile thereof), waives any right
to receive any notice of the acceptance of such tender.
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(s) of Original Capital Securities 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 Capital Securities 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 Capital Securities" is inadequate,
the Certificate number(s) and/or the liquidation amount of
Original Capital Securities 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. Tenders of Original
Capital Securities will be accepted only in the aggregate
liquidation amount of $100,000 (100 Original Capital
Securities) and integral multiples of $1,000 in excess
thereof, provided that if any Original Capital Securities are
tendered for exchange in part, the untendered aggregate
liquidation amount thereof must be $100,000 (100 Original
Capital Securities) or any integral multiple of $1,000 in
excess thereof. If less than all the Original Capital
Securities are to be tendered, fill in the aggregate
liquidation amount of Original Capital Securities that are to
be tendered in the box entitled "Liquidation Amount of
Original Capital Securities Tendered." If applicable, new
Certificate(s) for the Original Capital Securities that were
not tendered will be sent to the address designated herein by
such Holder promptly after the Expiration Date. All Original
Capital Securities 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 Capital
Securities 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 such date, a written or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at the address set forth above or in the Prospectus on or
prior to such date. Any such notice of withdrawal must specify the name of the
person who tendered the Original Capital Securities to be withdrawn, the
aggregate liquidation amount of Original Capital Securities to be withdrawn,
and, if any Certificates for Original Capital Securities have been tendered, the
name of the registered Holder of the Original Capital Securities as set forth on
any such Certificates, if different from that of the person who tendered such
Original Capital Securities. If Certificates for the Original Capital Securities
have been delivered or otherwise identified to the Exchange Agent, then prior to
the physical release of such Certificates, the tendering Holder must submit the
serial numbers shown on the particular Certificates to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Original Capital Securities tendered for the
account of an Eligible Institution. If Original Capital Securities have been
tendered pursuant to the procedures for book-entry transfer set forth in the
Prospectus under "The Exchange Offer--Procedures for Tendering Original Capital
Securities," the notice of withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Original Capital
Securities. Withdrawals of tenders of Original Capital Securities may not be
rescinded. Original Capital Securities 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 the
procedures described herein.
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Trust, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Corporation, the Trust, any affiliates or assigns of the Corporation
or the Trust, 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 Original Capital
Securities which have been tendered but which are withdrawn will be returned to
the Holder thereof 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 Capital Securities
tendered hereby, the signature (s) must correspond exactly
with the name (s) as written on the face of the Certificate(s)
for such Original Capital Securities, without alteration,
enlargement or any change whatsoever, or as recorded in DTC's
book-entry transfer facility system, as the case may be.
If any Certificates 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 Capital Securities 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 of
Certificates. If any tendered Original Capital Securities are registered in
different names in several book-entry accounts, proper procedures for book-entry
transfer must be followed for each account.
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 Corporation and the Trust, in their sole
discretion, of each such person's authority so to act.
When this Letter of Transmittal is signed by the registered Holder(s)
of the Original Capital Securities listed and transmitted hereby, or book-entry
transfer is effectuated by such Holder(s), no endorsement(s) of Certificate (s)
or separate bond power(s) are required except if Exchange Capital Securities are
to be issued in the name of a person other than the registered Holder(s). If
such exception applies, 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 Holder(s) of the Original Capital Securities listed, the
Certificate(s) must be endorsed or accompanied by appropriate bond powers,
signed exactly as the name(s) of the registered Holder(s) appear(s) on the
Certificates, and also must be accompanied by such opinions of counsel,
certifications and other information as the Corporation or the Trust may require
in accordance with the restrictions on transfer applicable to the Original
Capital Securities. In such event, signatures on such Certificates or bond
powers must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Exchange
Capital Securities are to be issued in the name of a person
other than the signer of this Letter of Transmittal, or if
Exchange Capital Securities 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. Original Capital
Securities not exchanged will be returned, if evidenced by
Certificates, by mail or, if tendered by book-entry transfer,
by crediting the account at DTC indicated above in Instruction
4.
7. IRREGULARITIES. The Corporation and the Trust will determine,
in their 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 Capital
Securities, which determination shall be final and binding on
all parties. The Corporation and the Trust reserve the
absolute right to reject any and all tenders determined by
either of them not to be in proper form or the acceptance of
which, or exchange for which, may in the view of counsel to
the Corporation and the Trust be unlawful. The Corporation and
the Trust also reserve 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 to the Exchange Offer" or any conditions or
irregularity in any tender of Original Capital Securities of
any particular Holder whether or not similar conditions or
irregularities are waived in the case of other Holders. The
Corporation's and the Trust'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 Original Capital Securities will be
deemed to have been validly made until all irregularities with
respect to such tender have been cured or waived. The
Corporation, the Trust, any affiliates or assigns of the
Corporation, the Trust, 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 its address and telephone number set forth
on the front cover of this Letter of Transmittal. Additional
copies of the Prospectus, the Notice of Guaranteed Delivery
and this 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
Capital Securities 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 Capital
Securities 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, 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 Capital Securities or of the last transferee appearing on the
transfers attached to, or endorsed on, the Original Capital Securities.
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.
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. WAIVER OF CONDITIONS. The Corporation and the Trust reserve
the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative, conditional or
contingent tenders will be accepted. All tendering Holders, by
execution of this Letter of Transmittal, shall waive any right
to receive notice of the acceptance of Original Capital
Securities for exchange.
Neither the Corporation, the Trust, the Exchange Agent nor any other
person is obligated to give notice of any defect or irregularity with respect to
any tender of Original Capital Securities nor shall any of them incur any
liability for failure to give any such notice.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Original Capital Securities 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.
13. SECURITY TRANSFER TAXES. Holders who tender their Original
Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith.
If, however, Exchange Capital Securities are to be delivered
to, or are to be issued in the name of. any person other than
the registered Holder of the Original Capital Securities
tendered, or if a transfer tax is imposed for any reason other
than the exchange of Original Capital Securities 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.
IMPORTANT: BOOK-ENTRY CONFIRMATION OR 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 SECURITYHOLDERS
(See Instructions 9)
PAYOR'S NAME: WILMINGTON TRUST COMPANY, AS EXCHANGE AGENT
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND Form W-9
TIN:_____________________________________
CERTIFY BY SIGNING AND DATING BELOW:
Social Security Number
Department of the or Employer Identification Number
Treasury
Internal Revenue Service Part 2 - TIN Applied for o
CERTIFICATION-- UNDER THE PENALTIES OF PERJURY, I
Payer's Request for CERTIFY THAT:
Taxpayer Identification
Number ("TIN") (1) The number shown on this form is
my Certification that 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 (iii) in Part (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 and you have not been notified by the
IRS that you are no longer subject to backup withholding.
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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
THE 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 Capital Securities 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:__________________________
EXHIBIT 99.2
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
11.00% CAPITAL SECURITIES, SERIES A
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
OF
CASCADE CAPITAL TRUST I
UNCONDITIONALLY GUARANTEED BY
CASCADE FINANCIAL CORPORATION
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Trust's (as defined below) 11.00% Capital Securities,
Series A (the "Original Capital Securities") are not immediately available, (ii)
Original Capital Securities, the Letter of Transmittal and all other required
documents cannot be delivered to Wilmington Trust Company, the property trustee
("Property Trustee") of Cascade Capital Trust I, as exchange agent (the
"Exchange Agent") on or prior to the Expiration Date (as defined in the
Prospectus referred to below) or (iii) the procedures for delivery by book-entry
transfer cannot be completed on a timely basis. This Notice of Guaranteed
Delivery may be delivered by hand, overnight courier or mail, or transmitted by
facsimile transmission, to the Exchange Agent. See "The Exchange
Offer--Procedures for Tendering Original Capital Securities" in the Prospectus.
In addition, in order to utilize the guaranteed delivery procedure to tender
Original Capital Securities pursuant to the Exchange Offer, a completed, signed
and dated Letter of Transmittal relating to the Original Capital Securities (or
facsimile thereof) must also be received by the Exchange Agent on or prior to
the Expiration Date. Capitalized terms not defined herein have the meanings
assigned to them in the Prospectus.
The Exchange Agent For The Exchange Offer Is:
WILMINGTON TRUST COMPANY,
as Property Trustee of Cascade Capital Trust I
Facsimile By Hand, Overnight Delivery, Confirm by
Transmission Number: Courier or Certified Mail: Telephone:
(302) 651-8882 Wilmington Trust Company, (302) 651-1000
(Eligible Institutions as Exchange Agent
Only) Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attn: Corporate Trust Administration
Cascade Capital Trust I Exchange Offer
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON
THE LETTER OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Cascade Capital Trust I, a Delaware
business trust (the "Trust"), and to Cascade Financial Corporation, a Delaware
Corporation (the "Corporation"), upon the terms and subject to the conditions
set forth in the Prospectus dated July __, 2000 (as the same may be amended or
supplemented from time to time, the "Prospectus"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer"), receipt of which
is hereby acknowledged, the aggregate liquidation amount of Original Capital
Securities set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Procedures for
Tendering Original Capital Securities."
This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Original Capital Securities exactly as its (their) name(s)
appear(s) on certificates for Original Capital Securities or on a security
position listing the owners of Original Capital Securities, or by person(s)
authorized to become registered Holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
PLEASE SIGN AND COMPLETE
Print Name(s) of
Registered Holder(s): _____________________________________________________
Address(es): _____________________________________________________
Area Code and
Telephone Number: _____________________________________________________
Print Name and Title
of Authorized Signatory: _____________________________________________________
Total Liquidation Amount
of Original Capital
Securities Held By
Registered Holder: _____________________________________________________
Liquidation Amount of
Original Capital Securities
Tendered (if different than
the total liquidation
amount): _____________________________________________________
-----------------------------------------------------
If Original Capital Securities will be tendered by forwarding a
Certificate or Certificates, provide the following information:
Certificate No(s) of Original Capital Securities (if available):
If Original Capital Securities will be tendered by book-entry transfer, provide
the The Depository Trust Company ("DTC") Account Number:
Date: ______________________________________________________
*Must be in denominations of a Liquidation Amount of $ 1,000 and any integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.
------------------------------------------------------
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
------------------------------------------------------
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
x _____________________________ x _____________________________
x _____________________________ x _____________________________
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker or government securities 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 recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at the address set forth above, either the Original Capital
Securities tendered hereby in proper form for transfer, or confirmation of the
transfer of such Original Capital Securities to the Exchange Agent's account at
DTC, pursuant to the procedures for book-entry transfer set forth in the
Prospectus, in either case together with one or more properly completed and duly
executed Letter(s) of Transmittal (or facsimile thereof) and any other required
documents within three business days after the date of execution of this Notice
of Guaranteed Delivery.
THE UNDERSIGNED ACKNOWLEDGES THAT IT MUST DELIVER THE LETTER(S) OF TRANSMITTAL
AND THE ORIGINAL CAPITAL SECURITIES TENDERED HEREBY TO THE EXCHANGE AGENT WITHIN
THE TIME PERIOD SET FORTH ABOVE AND THAT FAILURE TO DO SO COULD RESULT IN A
FINANCIAL LOSS TO THE UNDERSIGNED.
Name of Firm (Authorized Signature)
Address (Please Type or Print)
Zip Code Title
Area Code and Telephone No. Dated
NOTE: DO NOT SEND CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES WITH THIS FORM.
CERTIFICATES FOR ORIGINAL CAPITAL SECURITIES SHOULD ONLY BE SENT WITH YOUR
LETTER OF TRANSMITTAL.
EXHIBIT 99.3
FORM OF EXCHANGE AGENT AGREEMENT
July __, 2000
Wilmington Trust Company,
as Property Trustee of Cascade Capital Trust I
Corporate Trust Administration
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Ladies and Gentlemen:
Cascade Capital Trust I, a business trust formed under the laws of the
State of Delaware (the "Trust") proposes to make an offer (the "Exchange Offer")
to exchange any and all of its outstanding 11.00% Capital Securities, Series A
(Liquidation Amount $1,000 per Capital Security) (the "Original Capital
Securities") for its 11.00% Capital Securities, Series B (Liquidation Amount
$1,000 per Capital Security) (the "Exchange Capital Securities"). All of the
beneficial interests represented by common securities of the Trust are owned by
Cascade Financial Corporation, a Delaware corporation (the "Corporation"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated July __, 2000 (as the same may be amended or
supplemented from time to time, the "Prospectus"), to be distributed to all
record holders of the Original Capital Securities. A copy of the Prospectus is
attached hereto as Exhibit A. The Original Capital Securities and the Exchange
Capital Securities are collectively referred to herein as the "Securities."
Capitalized terms used but not defined herein shall have the same
meaning given them in the Prospectus.
A copy of each of the form of the Letter of Transmittal, the form of
the Notice of Guaranteed Delivery, the form of letter to brokers and the form of
letter to clients to be used in connection with the Exchange Offer are attached
hereto as Exhibit B.
The Trust hereby appoints the Property Trustee to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to the Property Trustee.
The Exchange Offer is expected to be commenced by the Trust on or about
___________, 2000. The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, the ATOP system) is to be used by the holders
of the Original Capital Securities to accept the Exchange Offer and contains
instructions with respect to (i) the delivery of certificates for Original
Capital Securities tendered in connection therewith and (ii) the book-entry
transfer of Securities to the Exchange Agent's account.
The Exchange Offer shall expire at 5:00 P.M., New York City time, on
___________, 2000 or on such later date or time to which the Trust may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Trust expressly reserves the right to extend
the Exchange Offer from time to time by giving oral (to be confirmed in writing)
or written notice to you before 9:00 A.M., New York City time, on the Business
Day following the previously scheduled Expiration Date.
The Trust expressly reserves the right to amend or terminate the
Exchange Offer, and not to accept for exchange any Original Capital Securities
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
"The Exchange Offer -- Conditions to the Exchange Offer." The Trust will give
you prompt oral (confirmed in writing) or written notice of any amendment,
termination or nonacceptance of Original Capital Securities.
In carrying out your duties as Exchange Agent, you are to act in
accordance with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The
Exchange Offer" or as specifically set forth herein; provided, however,
that in no way will your general duty to act in good faith be
discharged by the foregoing.
2. You will establish an account with respect to the Original
Capital Securities at The Depository Trust Company (the "Book-Entry
Transfer Facility") for purposes of the Exchange Offer as soon as
practicable, and any financial institution that is a participant in the
Book-Entry Transfer Facility's system may make book-entry delivery of
the Original Capital Securities by causing the Book-Entry Transfer
Facility to transfer such Original Capital Securities into your account
in accordance with the Book-Entry Transfer Facility's procedure for
such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Original Capital Securities (or confirmation of
book-entry transfer into your account at the Book-Entry Transfer
Facility) and any other documents received by you from or for holders
of the Original Capital Securities to ascertain whether: (i) on their
face the Letters of Transmittal and any such other documents are duly
executed and properly completed in accordance with instructions set
forth therein and (ii) the Original Capital Securities have otherwise
been properly tendered. In each case where the Letter of Transmittal or
any other document has been improperly completed or executed or any of
the certificates for Original Capital Securities are not in proper form
for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform
such tendering holders of the need for fulfillment of all requirements
and to take any other action as may be necessary or advisable to cause
such irregularity to be corrected.
4. With the approval of any Administrative Trustee of the
Trust or any person designated in writing by the Corporation (a
"Designated Officer") (such approval, if given orally, to be confirmed
in writing) or any other party designated by any such Administrative
Trustee or Designated Officer in writing, you are authorized to waive
any irregularities in connection with any tender of Original Capital
Securities pursuant to the Exchange Offer.
5. Tenders of Original Capital Securities may be made only as
set forth in the Letter of Transmittal and in the section of the
Prospectus captioned "The Exchange Offer -- Procedures for Tendering
Original Capital Securities," and Original Capital Securities shall be
considered properly tendered to you only when tendered in accordance
with the procedures set forth therein.
Notwithstanding the provisions of this paragraph 5, Original Capital
Securities that any Administrative Trustee of the Trust or Designated Officer of
the Corporation shall approve as having been properly tendered shall be
considered to be properly tendered. Such approval, if given orally, shall be
confirmed in writing.
6. You shall advise the Trust and the Corporation with respect
to any Original Capital Securities received subsequent to the
Expiration Date and accept their instructions with respect to
disposition of such Original Capital Securities.
7. You shall accept tenders:
(a) in cases where the Original Capital Securities
are registered in two or more names only if signed by all
named holders;
(b) in cases where the signing person (as indicated
on the Letter of Transmittal) is acting in a fiduciary or a
representative capacity only when proper evidence of such
person's authority so to act is submitted; and
(c) from persons other than the registered holder of
Original Capital Securities provided that customary transfer
requirements.
You shall accept partial tenders of Original Capital Securities where
so indicated and as permitted in the Letter of Transmittal and deliver
certificates for Original Capital Securities to the transfer agent for division
and return any untendered Original Capital Securities to the holder (or such
other person as may be designated in the Letter of Transmittal) as promptly as
practicable after expiration or termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Trust will notify you (such notice, if given
orally, to be confirmed in writing) of its acceptance, promptly after
the Expiration Date, of all Original Capital Securities properly
tendered and you, on behalf of the Trust, will exchange such Original
Capital Securities for Exchange Capital Securities provided to you by
or on behalf of the Trust and cause such Original Capital Securities to
be canceled. Delivery to the Exchange Agent on ___________, 2000 of
Exchange Capital Securities will be made on behalf of the Trust by you
at the rate of $1,000 liquidation amount of Exchange Capital Securities
for each $1,000 liquidation amount of the corresponding series of
Original Capital Securities tendered promptly after notice (such
notice, if given orally, to be confirmed in writing) of acceptance of
said Original Capital Securities by the Trust; provided, however, that
in all cases, Original Capital Securities tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Original Capital Securities (or confirmation of
book-entry transfer into your account at the Book-Entry Transfer
Facility), a properly completed and duly executed Letter of Transmittal
(or facsimile thereof) with any required signature guarantees and any
other required documents. The Trust shall issue Exchange Capital
Securities only in denominations of $1,000 or any integral multiple
thereof. Original Capital Securities may be tendered in whole or in
part in denominations of $100,000 and integral multiples of $1,000 in
excess thereof, provided that if any Original Capital Securities are
tendered for exchange in part, the untendered aggregate liquidation
amount thereof must be $100,000 or any integral multiple of $1,000 in
excess thereof.
9. Tenders pursuant to the Exchange Offer are irrevocable,
except that, subject to the terms and upon the conditions set forth in
the Prospectus and the Letter of Transmittal, Original Capital
Securities tendered pursuant to the Exchange Offer may be withdrawn at
any time on or prior to the Expiration Date.
10. The Trust shall not be required to exchange any Original
Capital Securities tendered if any of the conditions set forth in the
Exchange Offer are not met. Notice of any decision by the Trust not to
exchange any Original Capital Securities tendered shall be given orally
(and confirmed in writing) by the Trust to you.
11. If, pursuant to the Exchange Offer, the Trust does not
accept for exchange all or part of the Original Capital Securities
tendered because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus under the caption "The Exchange
Offer -- Conditions to the Exchange Offer" or otherwise, you shall
promptly after the expiration or termination of the Exchange Offer
return those certificates of Original Capital Securities not accepted
for exchange (or effect appropriate book-entry transfer), together with
any related required documents and the Letters of Transmittal relating
thereto that are in your possession, to the persons who deposited them.
12. All certificates for reissued Original Capital Securities,
unaccepted Original Capital Securities or Exchange Capital Securities
shall be forwarded (a) by first-class certified mail, return receipt
requested, under a blanket surety bond at the direction and expense of
the Corporation protecting you and the Trust from loss or liability
arising out of the non-receipt or non-delivery of such certificates;
(b) by registered mail insured separately by you at the expense of the
Corporation, protecting you, the Corporation and the Trust from loss or
liability arising out of the non-receipt or non-delivery of such
certificates or (c) by effectuating appropriate book-entry transfer.
13. You are not authorized to pay or offer to pay any
concessions, commissions or solicitation fees to any broker, dealer,
bank or other persons or to engage or utilize any person to solicit
tenders.
14. As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than
those specifically set forth in the section of the Prospectus
captioned "The Exchange Offer," the Letter of Transmittal or
herein or as may be subsequently agreed to in writing by you
and the Trust;
(b) will be regarded as making no representations and
having no responsibilities as to the validity, sufficiency,
value or genuineness of any of the certificates or the
Original Capital Securities or Exchange Capital Securities
represented thereby deposited with you or issued pursuant to
the Exchange Offer, and will not be required to and will make
no representation as to the validity, value or genuineness of
the Exchange Offer or the Letter of Transmittal or any other
disclosure materials delivered in connection therewith;
(c) shall not be obligated to take any legal action
hereunder; if, however, you determine to take any legal action
hereunder, and, where the taking of such action might, in your
judgment, subject or expose you to any expense or liability,
you shall not be required to act unless you shall have been
furnished with an indemnity satisfactory to you;
(d) may rely on, and be fully authorized and
protected in acting or failing to act upon any certificate,
instrument, opinion, notice, letter, telegram, telex,
facsimile transmission or other document or security delivered
to you and believed by you to be genuine and to have been
signed by the proper party or parties;
(e) may reasonably act upon any tender, statement,
request, agreement or other instrument whatsoever not only as
to its due execution and validity and effectiveness of its
provisions, but also as to the truth and accuracy of any
information contained therein, which you shall in good faith
believe to be genuine or to have been signed or represented by
a proper person or persons;
(f) may rely on, and shall be authorized and
protected in acting or failing to act upon the written,
telephonic and oral instructions with respect to any matter
relating to you acting as Exchange Agent covered by this
Agreement (or supplementing or qualifying any such actions) of
officers of the Corporation;
(g) may consult with counsel satisfactory to you,
including counsel for the Trust, with respect to any questions
relating to your duties and responsibilities and the advice or
opinion of such counsel shall be full and complete
authorization and protection in respect of any action taken,
suffered or omitted to be taken by you hereunder in good faith
and in accordance with the advice or opinion of such counsel,
provided that you shall promptly notify the Corporation of any
action taken or omitted by you in reliance upon such advice or
opinion;
(h) are not authorized, and shall have no obligation,
to pay any brokers, dealers or soliciting fees to any person;
and
(i) shall not advise any person tendering Original
Capital Securities pursuant to the Exchange Offer as to the
wisdom of making such tender or as to the market value or
decline or appreciation in market value of any Original
Capital Securities.
15. You shall take such action as may from time to time be
requested by the Trust or its counsel or any Designated Officer of the
Corporation (and such other action as you may reasonably deem
appropriate) to furnish copies of the Prospectus, Letter of Transmittal
and the Notice of Guaranteed Delivery or such other forms as may be
approved and provided to you from time to time by the Trust or the
Corporation, to all persons requesting such documents and to accept and
comply with telephone requests for information relating to the Exchange
Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The
Trust will furnish you with copies of such documents at your request.
All other requests for information relating to the Exchange Offer shall
be directed to the principal executive office of the Trust, Cascade
Financial Corporation, 2828 Colby Avenue, Washington 98201, telephone
number is (425) 339-5500.
16. You shall advise by facsimile transmission or telephone,
and promptly thereafter confirm in writing to the principal executive
office of the Trust, Cascade Financial Corporation, 2828 Colby Avenue,
Washington 98201, and such other person or persons as the Trust or the
Corporation may request, daily (and more frequently during the week
immediately preceding the Expiration Date and if otherwise requested by
the Corporation or the Trust) up to and including the Expiration Date,
as to the aggregate liquidation amount of Original Capital Securities
which have been tendered pursuant to the Exchange Offer and the items
received by you pursuant to this Agreement, separately reporting and
giving cumulative totals as to items properly received and items
improperly received. In addition, you will also inform, and cooperate
in making available to, the Trust or the Corporation or any such other
person or persons, upon oral request made from time to time on or prior
to the Expiration Date, such other information as it or such person
reasonably requests. Such cooperation shall include, without
limitation, the granting by you to the Trust or the Corporation, and
such person as the Trust or the Corporation may request, of access to
those persons on your staff who are responsible for receiving tenders,
in order to ensure that immediately prior to the Expiration Date the
Trust or the Corporation shall have received information in sufficient
detail to enable it to decide whether to extend the Exchange Offer. You
shall prepare a final list of all persons whose tenders were accepted,
the aggregate liquidation amount of Original Capital Securities
tendered, the aggregate liquidation amount of Original Capital
Securities accepted and deliver said list to the Trust promptly after
the Expiration Date.
17. Letters of Transmittal and Notices of Guaranteed Delivery
received by you shall be stamped by you as to the date and the time of
receipt thereof and shall be preserved by you for a period of time at
least equal to the period of time you preserve other records pertaining
to the transfer of securities.
18. You hereby expressly waive any lien, encumbrance or right
of set-off whatsoever that you may have with respect to funds deposited
with you for the payment of transfer taxes by reasons of amounts, if
any, borrowed by the Trust, or any of its subsidiaries or affiliates
pursuant to any loan or credit agreement with you or for compensation
owed to you hereunder.
19. For services rendered as Exchange Agent hereunder, you
shall be entitled to the compensation set forth on Schedule I attached
hereto, plus reasonable out-of-pocket expenses and reasonable
attorneys' fees, incurred in connection with your services hereunder,
within thirty days following receipt by the Corporation of an itemized
statement of such expenses and fees in reasonable detail.
20. (a) The Trust covenants and agrees to indemnify and hold
you (which for purposes of this paragraph shall include your directors,
officers and employees) harmless in your individual capacity and in
your capacity as Exchange Agent hereunder from and against any and all
loss, liability, cost, damage, expense and claim, including but not
limited to reasonable attorneys' fees and expenses, incurred by you as
a result of, arising out of or in connection with the performance by
you of your duties under this Agreement or the compliance by you with
the instructions set forth herein or delivered hereunder; provided,
however, that the Trust shall not be liable for indemnification or
otherwise, or hold you harmless, for any loss, liability, cost, damage,
expense or claim arising out of your bad faith, gross negligence or
willful misconduct. In no case shall the Trust be liable under this
indemnity with respect to any claim against you unless the Trust shall
be notified by you, by letter or by facsimile confirmed by letter, of
the written assertion of a claim against you or of any other action
commenced against you, promptly after you shall have received any such
written assertion or notice of commencement of action. The Trust shall
be entitled to participate at its own expense in the defense of any
such claim or other action, and, if the Trust so elects, the Trust may
assume the defense of any suit brought to enforce any such claim;
provided, that the Trust shall not be entitled to assume the defense of
any such action if the named parties to such action include both the
Trust and you and representation of both parties by the same legal
counsel would, in the written opinion of counsel to you, be
inappropriate due to actual or potential conflicting interests between
them. In the event that the Trust shall assume the defense of any such
suit or threatened action in respect of which indemnification may be
sought hereunder, the Trust shall not be liable for the fees and
expenses of any counsel thereafter retained by you. The Trust shall not
be liable under this paragraph for the fees and expenses of more than
one legal counsel for you.
(b) You agree that, without the prior written consent of the
Trust (which consent shall not be unreasonably withheld), you will not
settle, compromise or consent to the entry of any pending or threatened
claim, action, or proceeding in respect of which indemnification could
be sought in accordance with the indemnification provisions of this
Agreement (whether or not you or the Trust or any of its trustees or
controlling persons is an actual or potential party to such claim,
action or proceeding), unless such settlement, compromise or consent
includes an unconditional release of the Trust and its trustees and
controlling persons from all liability arising out of such claim,
action or proceeding.
21. The Trust understands that you are required in certain
instances to deduct 31% of the amounts to be paid with respect to
interest paid on the Exchange Capital Securities and proceeds from the
sale, exchange, redemption or retirement of the Exchange Capital
Securities from holders who have not supplied their correct Taxpayer
Identification Number or required certification. You will remit any
such funds to the Internal Revenue Service in accordance with
applicable regulations.
22. You shall notify the Trust of the amount of any transfer
taxes that you have actual knowledge are payable in respect of the
exchange of Original Capital Securities.
23. This Agreement and your appointment as Exchange Agent
hereunder shall be construed and enforced in accordance with the laws
of the State of New York applicable to agreements made and to be
performed entirely within such state, and without regard to conflicts
of law principles, and shall inure to the benefit of, and the
obligations created hereby shall be binding upon, the successors and
assigns of each of the parties hereto, and no other person shall have
any rights hereunder.
24. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original and all
of which taken together shall constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired
thereby.
26. This Agreement shall not be deemed or construed to be
modified, amended, rescinded, canceled or waived, in whole or in part,
except by a written instrument signed by a duly authorized
representative of the party to be charged. This Agreement may not be
modified orally.
27. Unless otherwise provided herein, all notices, requests
and other communications to any party hereunder shall be in writing
(including facsimile or similar writing) and shall be given to such
party, addressed to it, at its address or facsimile number set forth
below:
If to the Trust:
Cascade Capital Trust I
2828 Colby Avenue
Everett, Washington 98201
Facsimile: (425)
Attention: Frank M. McCord
If to the Exchange Agent:
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Facsimile: (302) 651-1576
Attention: Corporate Trust Administration -
Cascade Capital Trust I Exchange Offer
28. Unless terminated earlier by the parties hereto, this
Agreement shall terminate 90 days following the Expiration Date.
Notwithstanding the foregoing, Paragraphs 19, 20 and 21 shall survive
the termination of this Agreement. Upon any termination of this
Agreement, you shall promptly deliver to the Trust any certificates for
Securities, funds or property then held by you as Exchange Agent under
this Agreement.
29. This Agreement shall be binding and effective as of the
date hereof.
Please acknowledge receipt of this Agreement and confirm the
arrangements herein provided by signing and returning the enclosed copy.
CASCADE CAPITAL TRUST I
By:
--------------------------
Administrative Trustee
Accepted as the date first above written:
WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Property
Trustee, as Exchange Agent
By:
Name:
Title:
SCHEDULE I
FEES
Wilmington Trust Company
Corporate Trust Department
SCHEDULE OF FEES
FOR
CASCADE CAPITAL TRUST I
11.00% CAPITAL SECURITIES, SERIES B
1. Exchange Agent $3,500
Covers review of the Letter of Transmittal, the Exchange Agent
Agreement and other related documentation; establishment of accounts and systems
link with depositories; operational and administrative charges and time spent in
connection with the review, receipt and processing of Letters of Transmittal,
Agent's Messages and Notices of Guaranteed Delivery.
Note: The fees set forth in this schedule are subject to review of
documentation and our internal credit and conflict review. The fees are also
subject to change should circumstances warrant. Out-of-pocket expenses and
disbursements, including reasonable counsel fees, incurred in the performance of
our duties will be added to the billed fees. We may place orders to buy/sell
financial instruments with outside broker-dealers that we select, as well as
Wilmington Trust Company or its affiliates. These transactions (for which normal
and customary spreads will be earned in addition to the charges quoted above)
will be executed on a riskless principal basis solely for your account(s) and
without recourse to us or our affiliates. If you choose to invest in any mutual
fund, Wilmington Trust Company and/or our affiliates may earn service
fees/expenses associated with these funds as disclosed in the mutual fund
prospectus provided to you, in addition to the charges quoted above. We will
provide periodic account statements describing transactions executed for your
account(s). Trade confirms will be available upon your request at no additional
charge. If a deal should fail to close for reasons beyond our control, we
reserve the right to charge our acceptance plus reimbursement for legal fees
incurred.
Fees for any services not specifically covered in this or other
applicable schedules will be based on an appraisal of services rendered.
EXHIBIT 99.4
CASCADE CAPITAL TRUST I
Offer for all Outstanding
11.00% Capital Securities, Series A
in Exchange for
11.00% Capital Securities, Series B
To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
Cascade Capital Trust I (the "Trust") is offering, upon and subject to
the terms and conditions set forth in a prospectus dated __________, 2000 (as
the same maybe amended or supplemented from time to time, the "Prospectus"), and
the enclosed letter of transmittal (the "Letter of Transmittal"), to exchange
(the "Exchange Offer") its 11.00% Capital Securities, Series B (the "Exchange
Capital Securities") for any and all of its outstanding 9.75% Capital
Securities, Series A (the "Original Capital Securities). The Exchange Offer is
being made in order to satisfy certain obligations of the Trust and Cascade
Financial Corporation (the "Corporation") contained in the registration rights
agreement dated February 25, 2000, among the Trust, the Guarantor and the
Initial Purchasers referred to therein.
We are requesting that you contact your clients for whom you hold
Original Capital Securities regarding the Exchange Offer. For your information
and for forwarding to your clients for whom you hold Original Capital Securities
registered in your name or in the name of your nominee, or who hold Original
Capital Securities registered in their own names, we are enclosing the following
documents:
1. The Prospectus dated July __, 2000;
2. The Letter of Transmittal for your use and for the information (or
the use, where relevant) of your clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Original Capital Securities are not immediately
available or time will not permit all required documents to reach the Exchange
Agent prior to the Expiration Date (as defined below) or if the procedure for
book-entry transfer cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account
you hold Original Capital Securities registered in your name or the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Your prompt action is requested. The Exchange Offer will expire at 5:00
p.m., New York City time, on __________, 2000, or on such later date or time to
which the Corporation or the Trust may extend the Exchange Offer (the
"Expiration Date"). The Original Capital Securities tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
To participate in the Exchange Offer, your clients must tender by
having you execute for them a book-entry transfer of tendered Original Capital
Securities into the account of Wilmington Trust Company, as Exchange Agent, at
The Depository Trust Company ("DTC") using DTC's Automated Tender Offer Program.
Your clients may also tender by having certificates representing the Original
Capital Securities, a duly executed and properly completed Letter of Transmittal
(or facsimile thereof), with any required signature guarantees, and any other
required documents delivered to such Exchange Agent. The Letter of Transmittal
and the Prospectus should be consulted for complete instructions and information
about participation in the Exchange Offer.
If holders of Original Capital Securities wish to tender, but it is
impracticable for them to forward their certificates for Original Capital
Securities prior to the expiration of the Exchange Offer or to comply with the
book-entry transfer procedures on a timely basis, a tender may be effected by
following the guaranteed delivery procedures described in the Prospectus under
"The Exchange Offer -- Procedures for Tendering Original Capital Securities --
Guaranteed Delivery."
The Trust will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Original Capital Securities held by them as nominee or in a
fiduciary capacity. The Trust will pay or cause to be paid all stock transfer
taxes applicable to the exchange of Original Capital Securities pursuant to the
Exchange Offer, except as set forth in Instruction 13 of the Letter of
Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
Wilmington Trust Company, the Exchange Agent for the Original Capital
Securities, at its address and telephone number set forth on the front of the
Letter of Transmittal.
Very truly yours,
CASCADE CAPITAL TRUST I
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE TRUST OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM
WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
EXHIBIT 99.5
CASCADE CAPITAL TRUST I
Offer for all Outstanding
11.00% Capital Securities, Series A
in Exchange for
11.00% Capital Securities, Series B
To Our Clients:
Enclosed for you consideration is a prospectus dated July __, 2000 (as
the same maybe amended and supplemented from time to time, the "Prospectus"),
and the related letter of transmittal (the "Letter of Transmittal"), relating to
the offer (the "Exchange Offer") of Cascade Capital Trust I (the "Trust") and
Cascade Financial Corporation (the "Corporation") to exchange the Trust's 11.00%
Capital Securities, Series B (the "Exchange Capital Securities") for any and all
of the Trust's outstanding 11.00% Capital Securities, Series A (the "Original
Capital Securities"), 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 Trust and the Corporation contained in the Registration
Rights Agreement dated February 25, 2000, among the Trust, the Corporation and
the Initial Purchasers.
This material is being forwarded to you as the beneficial owner of the
Original Capital Securities carried by us in your account but not registered in
your name. A tender of such Original Capital Securities 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 Original Capital Securities 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 Original Capital Securities on your behalf in
accordance with the provisions of the Exchange Offer. The Exchange Offer shall
expire at 5:00 p.m., New York City time, on ____________, 2000, or on such later
date or time to which the Corporation or the Trust may extend the Exchange
Offer. Any Original Capital Securities tendered pursuant to the Exchange Offer
may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Capital
Securities.
2. The Exchange Offer is subject to certain conditions set
forth in the Prospectus in the section captioned "The Exchange
Offer--Conditions to the Exchange Offer."
3. Any transfer taxes incident to the transfer of Original
Capital Securities from the holder to the Corporation will be paid by
the Corporation, except as otherwise provided in the Instructions in
the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City
time, on ____________, 2000, or on such later date or time to which the
Corporation or the Trust may extend the Exchange Offer.
If you wish to have us tender your Original Capital Securities, please
so instruct us by completing, executing and returning to us the instruction form
attached to this letter. The Letter of Transmittal is furnished to you for
information only and may not be used directly by you to tender Original Capital
Securities.
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Cascade
Capital Trust I with respect to its Original Capital Securities.
This will instruct you to tender the Original Capital Securities 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.
Please tender the Original Capital Securities held by you for my
account as indicated below:
Aggregate Liquidation Amount of
Original Capital Securities Tendered*
11.00% Original Capital Securities
o Please do not tender any Original
Capital Securities held by you for
my account.
Dated: _______________________
Signature(s)
Please print name(s) here
Addresses
City, State and Zip Code
Area Code and Telephone Number
Tax Identification or Social Security No(s).
None of the Original Capital Securities 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
Original Capital Securities held by us for your account.
* Must be in denominations of a Liquidation Amount of $1,000 and in any integral
multiple thereof, and not less than $100,000 aggregate Liquidation Amount.