EXHIBIT 99.1
LETTER OF TRANSMITTAL
Mirant Mid-Atlantic, LLC
Offer to Exchange
Pass Through Certificates, Series A, Series B and Series C
Which Have Been Registered Under the Securities Act of 1933, as amended,
For Any and All Outstanding
Pass Through Certificates,
Series A (CUSIP NO. 60467M AA 9),
Series B (CUSIP NO. 60467M AB 7) and
Series C (CUSIP NO. 60467M AC 5)
Pursuant to the Prospectus Dated July 6, 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
AUGUST 15, 2001 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 15, 2001.
The Exchange Agent for this Offer is:
State Street Bank and Trust Company
2 Avenue de Lafayette
Corporate Trust, 5th Floor
Boston, Massachusetts 02111-1724
Attention: Ralph Jones
Telephone No.: (617) 662-1548
Facsimile No.: (617) 662-1452
or:
Corporate Trust
P.O. Box 778
Boston, Massachusetts 02111-0778
Attention: Ralph Jones
Telephone No.: (617) 662-1548
Facsimile No.: (617) 662-1452
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus, dated July 6, 2001
(the "Prospectus"), of Mirant Mid-Atlantic, LLC, a Delaware limited liability
company (the "Company"), and this Letter of Transmittal (this "Letter"), which
together constitute the Company's offer to exchange (the "Registered Exchange
Offer") an aggregate principal amount of up to $1,224 million of Pass Through
Certificates, Series A, Series B and Series C (the "New Certificates"), issued
under Pass Through Trust Agreements A, B and C, dated as of December 19, 2001,
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for an equal principal amount of the outstanding Pass
Through Certificates, Series A, Series B and Series C issued under such
agreements (the "Existing Certificates," and together with the New
Certificates, the "Certificates"). The Registered Exchange Offer is being made
in order to satisfy certain obligations of the Company
contained in the Registration Rights Agreement, dated as of December 18, 2001,
between the Company and the initial purchasers named therein (the
"Registration Rights Agreement").
For each Existing Certificate accepted for exchange, the holder (the
"Holder") of such Existing Certificate will receive a New Certificate having a
principal amount equal to that of the surrendered Existing Certificate. The
New Certificates will bear interest from the most recent date to which
interest has been paid on the Existing Certificates. Accordingly, registered
holders of New Certificates on the relevant record date for the first interest
payment date following the completion of the Registered Exchange Offer will
receive interest accruing from the most recent date to which interest has been
paid. Existing Certificates accepted for exchange will cease to accrue
interest from and after the date of completion of the Registered Exchange
Offer. Holders of Existing Certificates whose Existing Certificates are
accepted for exchange will not receive any payment for accrued interest on the
Existing Certificates otherwise payable on any interest payment date the
record date for which occurs on or after completion of the Registered Exchange
Offer and will be deemed to have waived their rights to receive the accrued
interest on the Existing Certificates. June 30, 2001 is the first scheduled
interest distribution date.
Additional interest (the "Additional Interest") with respect to the
Certificates shall be assessed as follows if any of the following events occur
(each such event in clauses (i) through (ii) below being herein called a
"Registration Default"):
(i) the Registered Exchange Offer has not been consummated on or prior to
December 18, 2001 and a shelf registration statement (the "Shelf
Registration Statement") is not declared effective by the Securities and
Exchange Commission (the "Commission") on or prior to December 18, 2001; or
(ii) the Shelf Registration Statement has been declared effective by the
Commission but (A) such Shelf Registration Statement thereafter ceases to
be effective at any time that the Company is obligated to maintain the
effectiveness thereof or (B) such Shelf Registration Statement or the
related prospectus ceases to be usable in connection with resales of
Transfer Restricted Certificates (as defined in Section 6(d) of the
Registration Rights Agreement) during the periods specified in the
Registration Rights Agreement because either (1) any event occurs as a
result of which the related prospectus forming part of such Shelf
Registration Statement would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements
therein in the light of the circumstances under which they were made not
misleading, or (2) it shall be necessary to amend such Shelf Registration
Statement or supplement the related prospectus, to comply with the
Securities Act of 1933, as amended (the "Securities Act") or the Exchange
Act of 1934, as amended (the "Exchange Act") or the respective rules
thereunder.
Additional Interest shall accrue on the Certificates over and above the
interest set forth in the title of the Certificates from and including the
date on which any such Registration Default shall occur to but excluding the
date on which all such Registration Defaults have been cured, at a rate of
0.50% per annum (the "Additional Interest Rate"), which Additional Interest
Rate shall be the same regardless of whether one or more such Registration
Defaults shall be continuing simultaneously. Following the cure of all
Registration Defaults, the accrual of Additional Interest will cease and the
interest rate on the Securities will be reduced to the interest rate it would
have been had no such Registration Default occurred.
A Registration Default referred to in clause (ii) shall be deemed not to
have occurred and be continuing in relation to a Shelf Registration Statement
or the related prospectus if such Registration Default has occurred solely as
a result of (i) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information
with respect to the Company where such post-effective amendment is not yet
effective and needs to be declared effective to permit Holders to use the
related prospectus or (ii) the occurrence of other material events or
developments with respect to the Company that would need to be described in
such Shelf Registration Statement or the related prospectus, provided that,
during the Suspension Period, the Company is proceeding promptly and in good
faith to amend or supplement such Shelf Registration Statement and related
prospectus to describe such events. The "Suspension Period" shall mean the
period of time commencing on and including the date that the Company gives
notice that the Shelf Registration Statement is no longer effective or the
prospectus included therein is no longer usable as a result of the occurrence
of such events or developments, and ending on the earliest to occur of (x) the
date on which each seller of Certificates covered by the Shelf Registration
Statement either receives copies of the supplemented or amended prospectus
contemplated herein or is advised in writing by the Company that the use of
the prospectus may be resumed, (y) the expiration of 45 consecutive calendar
days during which such Suspension Period has been in effect, and (z) the
expiration of an aggregate of 60 days in any consecutive twelve-month
period during which one or more Suspension Periods has been in effect.
Additional Interest shall be payable in accordance with the above paragraph
from and excluding the last day of a Suspension Period until such Registration
Default is cured.
Any amounts of Additional Interest due pursuant to the provisions described
above will be payable in cash on the regular interest payment dates with
respect to the Certificates. The amount of Additional Interest will be
determined by multiplying the applicable Additional Interest Rate by the
principal amount of the Certificates and further multiplied by a fraction, the
numerator of which is the number of days such Additional Interest Rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months), and the denominator of which is 360.
The Company reserves the right, at any time or from time to time, to extend
the Registered Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Registered
Exchange Offer is extended. The Company shall notify the holders of the
Existing Certificates of any extension by means of oral or written notice to
the registered holders. Should the Company choose to extend the Registered
Exchange Offer, the Company will have no obligation to publish, advertise or
otherwise communicate this announcement to the public other than by making a
timely release to an appropriate news agency.
This Letter is to be completed by a holder of Existing Certificates if
Existing Certificates are to be forwarded herewith. Holders who are
participants in The Depository Trust Company (the "DTC") (such participants,
"DTC Participants") tendering by book-entry transfer must execute such tender
through DTC's Automated Tender Offer Program ("ATOP") pursuant to the
procedure set forth in "This Exchange Offer--Procedures for Tendering the
Existing Certificates--Book-Entry Transfer" section of the Prospectus on or
prior to the Expiration Date. DTC will verify such acceptance, execute a book-
entry transfer of the tendered Existing Certificates into the Exchange Agent's
account at DTC and then send to the Exchange Agent confirmation of such book-
entry transfer ("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 and that the Exchange Agent and the Company may enforce this Letter
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, Existing Certificates, as well as
this Letter (or facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an agent's message in lieu of a letter
of transmittal, and any other documents required by this Letter, 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.
If a Holder's Existing Certificates are not immediately available, if time
will not permit delivery of the Existing Certificates and all required
documents to the Exchange Agent on or prior to the Expiration Date, or if the
procedures for book-entry transfer cannot be completed on a timely basis, a
Holder must tender their Existing Certificates according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery"
section of the Prospectus. See Instruction 1.
The method of delivery of the Book-Entry Confirmation or certificates, this
letter, and all other required documents is at the election 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.
The undersigned has completed the appropriate information below and signed
this Letter to indicate the action the undersigned desires to take with
respect to the Registered Exchange Offer.
List below the Existing Certificates to which this Letter relates. If the
space provided below is inadequate, the certificate numbers and principal
amount of Existing Certificates should be listed on a separate signed schedule
affixed hereto.
DESCRIPTION OF EXISTING CERTIFICATES
- -------------------------------------------------------------------------------
Name(s) and Address(es) of Existing Aggregate Principal Principal
Registered Holder(s) Certificate Amount of Amount
(Please fill in, if blank) Series Numbers* Existing Certificates Tendered**
- --------------------------------------------------------------------------------------------
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----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
----------------------------------------------------------------
Total
- --------------------------------------------------------------------------------------------
* Need not be completed by Holders of Existing Certificates being tendered
by book-entry transfer (see below).
** Unless otherwise indicated, it will be assumed that all Existing
Certificates represented by certificates delivered to the Exchange Agent
are being tendered. See Instruction 1. Existing Certificates tendered
hereby must be in denominations of principal amount of $1,000 and any
integral multiple thereof.
[_]CHECK HERE IF TENDERED EXISTING CERTIFICATES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
[_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO FOR USE IN CONNECTION WITH RESALES OF NEW CERTIFICATES RECEIVED FOR
YOUR OWN ACCOUNT IN EXCHANGE FOR EXISTING CERTIFICATES.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Aggregate Principal Amount of Existing Certificates so held: $______________
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Upon the terms and subject to the conditions of the Registered Exchange
Offer, the undersigned hereby tenders to the Company the aggregate principal
amount of Existing Certificates indicated above. Subject to, and effective
upon, the acceptance for exchange of the Existing Certificates tendered
hereby, the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to such Existing
Certificates as are being tendered hereby. The undersigned hereby represents
and warrants that the undersigned has full power and authority to tender,
sell, assign and transfer the Existing Certificates tendered hereby and that
the Company will acquire good and unencumbered title thereto, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim when the same are accepted by the Company. The undersigned
hereby further represents that any New Certificates acquired in exchange for
Existing Certificates tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Certificates, whether or
not such person is the undersigned, that neither the holder of such Existing
Certificates nor any such other person is engaged in, or intends to engage in
a distribution of such New Certificates, or has an arrangement or
understanding with any person to participate in the distribution of such New
Certificates, and that neither the holder of such Existing Certificates nor
any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act, of the Company.
The undersigned also acknowledges that this Registered Exchange Offer is
being made based upon the Company's understanding of an interpretation by the
staff of the Commission as set forth in no-action letters issued to third
parties, including Exxon Capital Holdings Corporation, SEC No-Action Letter
(available May 13, 1988) (the "Exxon Capital Letter"), Morgan Stanley & Co.
Incorporated, SEC No-Action Letter (available June 5, 1991) (the "Morgan
Stanley Letter") and Shearman & Sterling, SEC No-Action Letter (available July
2, 1993) (the "Shearman & Sterling Letter"), that the New Certificates issued
in exchange for the Existing Certificates pursuant to the Registered Exchange
Offer may be offered for resale, resold and otherwise transferred by holders
thereof (other than a broker-dealer who acquires such New Certificates
directly from the Company for resale pursuant to Rule 144A under the
Securities Act or any other available exemption under the Securities Act or
any such holder that is an "affiliate" of the Company within the meaning of
Rule 405 under the Securities Act), without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
New Certificates are acquired in the ordinary course of such holders' business
and such holders are not engaged in, and do not intend to engage in, a
distribution of such New Certificates and have no arrangement with any person
to participate in the distribution of such New Certificates.
If a holder of Existing Certificates is engaged in or intends to engage in a
distribution of the New Certificates or has any arrangement or understanding
with respect to the distribution of the New Certificates to be acquired
pursuant to the Registered Exchange Offer, such Holder could not rely on the
applicable interpretations of the staff of the Commission and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Certificates for its own account in
exchange for Existing Certificates, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Certificates; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. This prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of New Certificates received in
exchange for Existing Certificates where such Existing Certificates were
acquired as a result of market-making activities or other trading activities.
We have agreed that, for a period of 180 days after the expiration date, we
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Existing Certificates tendered hereby.
All authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "This Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated under "Special Issuance Instructions" below,
please deliver the New Certificates (and, if applicable, substitute
certificates representing Existing Certificates for any Existing Certificates
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Existing Certificates, please credit the account indicated above
maintained at the DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions" below, please send the New Certificates (and, if
applicable, substitute certificates representing Existing Certificates for any
Existing Certificates not exchanged) to the undersigned at the address shown
above under "Description of Existing Certificates."
The undersigned, by completing the section "Description of Existing
Certificates" above and signing this letter, or by tendering Existing
Certificates through ATOP, will be deemed to have tendered the Certificates as
set forth above.
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if Existing To be completed ONLY if Existing
Certificates not exchanged and/or Certificates not exchanged and/or
New Certificates are to be issued New Certificates are to be sent
in the name of and sent to some- to someone other than the per-
one other than the person(s) son(s) whose signature(s) ap-
whose signature(s) appear(s) on pear(s) on this Letter below, or
this Letter below, or if Existing to the undersigned at an address
Certificates delivered by book- other than shown under "Descrip-
entry transfer which are not ac- tion of Existing Certificates" on
cepted for exchange are to be re- this Letter above.
turned by credit to an account
maintained at The DTC other than
the account indicated above.
Mail New Certificates and/or Cer-
tificates to:
Issue New Certificates and/or Name(s): _________________________
Certificates to: (Please type or print)
Name(s): _________________________ __________________________________
(Please type or print)
Address: _________________________
__________________________________
__________________________________
Address(es): _____________________ (including zip code)
__________________________________
(including zip code)
__________________________________
(social security or employer
identification number)
[_]Credit unexchanged Existing
Certificates delivered by
book-entry transfer to the
Book-Entry Transfer Facility
account set forth below.
__________________________________
(The DTC Account Number, if ap-
plicable)
Important: Prior to 5:00 p.m., New York City time, on the expiration date,
this letter or a facsimile hereof (together with Existing Certificates and all
other required documents or the Notice of Guaranteed Delivery) must be
received by the Exchange Agent, or, alternatively, holders who are DTC
Participants tendering by book entry transfer must execute such tender through
ATOP.
Please read this Letter of Transmittal carefully before completing any section
above.
PLEASE SIGN HERE
(To be completed by all Tendering Holders)
(Complete accompanying Substitute Form W-9)
.......................................................
.......................................................
(Signature(s) of Owner(s))
Date: .................................................
Area Code and Telephone Number: .......................
If a holder is tendering any Existing Certificates,
this Letter must be signed by the registered holder(s)
as the name(s) appear(s) on the certificate(s) for the
Existing Certificates or by any person(s) authorized
to become registered holder(s) by endorsements and
documents transmitted herewith. If signature is by a
trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction
3.
Name(s): ..............................................
................................................
(Please type or print)
Capacity: .............................................
Address: ..............................................
................................................
(include zip code)
Signature Guarantee (if required by Instruction 3)
Authorized Signature ..................................
Title: ................................................
Name and Firm: ........................................
Dated: ................................................
INSTRUCTIONS
Forming part of the terms and conditions of the offer to exchange New
Certificates, Series A, Series B and Series C, which have been registered
under the Securities Act of 1933, as amended, for any and all Existing
Certificates, Series A, Series B and Series C.
1. Delivery of this Letter and Certificates; Guaranteed Delivery Procedures.
This Letter is to be completed by a holder of Existing Certificates if
Existing Certificates are to be forwarded herewith. Holders who are
participants in The Depository Trust Company (the "DTC") (such participants,
"DTC Participants") tendering by book-entry transfer must execute such tender
through DTC's Automated Tender Offer Program ("ATOP") pursuant to the
procedure set forth in "This Exchange Offer--Procedures for Tendering the
Existing Certificates--Book-Entry Transfer" section of the Prospectus on or
prior to the Expiration Date. DTC will verify such acceptance, execute a book-
entry transfer of the tendered Existing Certificates into the Exchange Agent's
account at DTC and then send to the Exchange Agent confirmation of such book-
entry transfer ("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 and that the Exchange Agent and the Company may enforce this Letter
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. Certificates
tendered hereby must be in denominations of $1,000.
If the tender is not made through ATOP, Existing Certificates, as well as
this Letter (or facsimile hereof), properly completed and duly executed, with
any required signature guarantees, or an agent's message in lieu of a letter
of transmittal, and any other documents required by this Letter, 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 Existing Certificates whose Existing Certificates are not
immediately available or who cannot deliver their Exiting Certificates and all
other required documents to the Exchange Agent on or prior to the Expiration
Date, or who cannot complete the procedure for book-entry transfer on a timely
basis, may tender their Certificates pursuant to the guaranteed delivery
procedures set forth in "This Exchange Offer--Procedures for Tendering the
Existing Certificates--Guaranteed Delivery" section of the Prospectus.
Pursuant to such procedures, (i) such tender must be made through an Eligible
Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a properly
completed and duly executed Letter of Transmittal (or facsimile thereof) and
Notice of Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Existing Certificates and the amount of
Existing Certificates tendered, stating that the tender is being made thereby
and guaranteeing that within three New York Stock Exchange ("NYSE") trading
days after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Existing Certificates, or a Book-
Entry Confirmation, as the case may be, and any other documents required by
this Letter will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Existing
Certificates, in proper form for transfer, or Book-Entry Confirmation, as the
case may be, and all other documents required by this Letter, are received by
the Exchange Agent within three NYSE trading days after the date of execution
of the Notice of 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 Existing
Certificates 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," that is a member of a medallion guarantee program
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.
The method of delivery of this letter, the certificates and all other
required documents is at the election and risk of the tendering Holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If certificates are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the expiration date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
expiration date.
See "This Exchange Offer" section of the Prospectus.
2. Partial Tenders (not applicable to Holders of Existing Certificates who
tender by book-entry transfer).
If less than all of the Existing Certificates evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Existing Certificates to be tendered above under
"Description of Existing Certificates--Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Existing Certificates will
be sent to such tendering holder, unless otherwise provided in the appropriate
section of this Letter, promptly after the Expiration Date. All of the
Certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
3. Signatures of this Letter; Bond Powers and Endorsements; Guarantee of
Signatures.
If this Letter is signed by the registered holder of the Existing
Certificates tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without any change whatsoever.
If any tendered Existing Certificates are owned of record by two or more
joint owners, all such owners must sign this Letter.
If any tendered Existing Certificates are registered in different names on
several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder of the Existing
Certificates specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New
Certificates are to be issued, or any untendered Existing Certificates are to
be reissued, to a person other than the registered holder, then endorsements
of any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificates must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of any
Existing Certificates specified herein, such Existing Certificates must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name of the registered holder appears on the Existing
Certificates and the signatures on such Existing Certificates must be
guaranteed by an Eligible Institution.
If this Letter 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, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must
be submitted.
Signatures on this Letter need not be guaranteed by an Eligible Institution,
provided the Existing Certificates are tendered: (i) by a registered holder of
Existing Certificates (which term, for purposes of the Registered Exchange
Offer, includes any participant in the Book-Entry Transfer Facility system
whose name appears on a security position listing as the holder of such
Existing Certificates) tendered who has not completed the information under
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter, or (ii) for the account of an Eligible Institution.
4. Special Issuance and Delivery Instructions.
Tendering holders of Existing Certificates should indicate under the
appropriate caption in this Letter the name and address to which New
Certificates issued pursuant to the Registered Exchange Offer and/or
substitute certificates evidencing
Existing Certificates not exchanged are to be issued or sent, if different
from the name or address of the person signing this Letter. In the case of
issuance in a different name, the employer identification or social security
number of the person named must also be indicated. A holder of Existing
Certificates tendering Existing Certificates by book-entry transfer may
request that Existing Certificates not exchanged be credited to such account
maintained at The DTC as such Holder of Existing Certificates may designate
hereon. If no such instructions are given, such Existing Certificates not
exchanged will be returned to the name or address of the person signing this
Letter.
5. Tax Identification Number.
A tendering Holder whose Existing Certificates are accepted for exchange
should provide the Exchange Agent with such Holder's correct Taxpayer
Identification Number ("TIN") on Substitute Form W-9 below, which, in the case
of a tendering Holder who is an individual, is his or her social security
number. Under Federal income law, if a tendering Holder does not provide the
Exchange Agent with its current TIN or an adequate basis for an exemption,
such tendering Holder may be subject to backup withholding in an amount equal
to 31% of all interest and other reportable payments, if any, made after the
exchange. If withholding results in an overpayment of taxes, a refund may be
obtained.
Certain Holders of Existing Certificates (including, among others, all
corporations and certain foreign individuals) are exempt from these backup
withholding and reporting requirements. Exempt U.S. Holders, while not
required to submit the Substitute Form W-9, should submit the Form and write
"Exempt" on the face thereof, to prevent erroneous backup withholding. See the
Specific Instructions on the Substitute Form W-9 (the "Specific Instructions")
for additional instructions. To prevent backup withholding on interest and
other reportable payments if any, each tendering Holder of Existing
Certificates (other than a nonresident alien, a foreign entity not subject to
backup withholding or other exempt recipient) must provide its correct TIN by
completing the "Substitute Form W-9" set forth below, certifying that the TIN
provided is correct (or that such Holder is awaiting a TIN) and that (i) the
Holder is exempt from backup withholding, (ii) the Holder has not been
notified by the Internal Revenue Service ("IRS") that such Holder is subject
to backup withholding as a result of a failure to report all interest or
dividends or (iii) the IRS has notified the Holder that such Holder is no
longer subject to backup withholding. If the Exchange Agent is provided with
an incorrect taxpayer identification number for payments made after the
exchange, the Holder may be subject to a $50 penalty imposed by the IRS. For
additional information and instructions, see the Specific Instructions, below.
If the tendering Holder of Existing Certificates is a nonresident alien or
foreign entity not subject to backup withholding, such Holder must give the
Exchange Agent a completed Form W-8, Certificate of Foreign Status of
Beneficial Owner for U.S. withholding, and/or other applicable Form(s) W-8,
instead of the substitute Form W-9. These forms may be obtained from the
Exchange Agent. If the Existing Certificates are in more than one name or are
not in the name of the actual owner, such Holder should consult the Specific
Instructions for information on which TIN to report. If such Holder does not
have a TIN, such Holder should consult the Specific Instructions for
instructions on applying for a TIN, check the box in Part 2 of the Substitute
Form W-9 and write "applied for" in lieu of its TIN.
Note: checking this box and writing "applied for" on the form means that
such Holder has already applied for a TIN or that such Holder intends to apply
for one in the near future. If such Holder does not provide its TIN to the
Exchange Agent within 60 days, backup withholding will begin and continue
until such Holder furnishes its TIN to the Exchange Agent. Under certain
circumstances, the Exchange Agent may be required or elect to reserve or
backup withhold during the 60-day period.
6. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Certificates to it or its order pursuant to the Registered
Exchange Offer. If, however, New Certificates and/or substitute Existing
Certificates not exchanged are to be delivered to, or are to be registered or
issued in the name of, any person other than the registered Holder of the
Existing Certificates tendered hereby, or if tendered Existing Certificates
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the transfer
of Existing Certificates to the Company or its order pursuant to the
Registered Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer
taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Existing Certificates specified in this
Letter.
7. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
8. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Certificates, by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Existing Certificates for exchange. Neither the Company, the Exchange Agent
nor any other person is obligated to give notice of any defect or irregularity
with respect to any tender of Existing Certificates nor shall any of them
incur any liability for failure to give any such notice.
9. Mutilated, Lost, Stolen or Destroyed Certificates.
Any Holder whose Existing Certificates have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
REQUESTER'S NAME:
Give Form to the Requester. Do NOT send to the IRS.
- --------------------------------------------------------------------------------
Name (If a joint account or you changed your name, see enclosed
Guidelines.)
- --------------------------------------------------------------------------------
Business name, if different from above.
- --------------------------------------------------------------------------------
Check appropriate box: [_] Individual/Sole
Proprietor [_] Corporation [_] Partnership [_] Other
- --------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.)
- --------------------------------------------------------------------------------
City, state, and ZIP code
Part I--TAXPAYER
IDENTIFICATION NUMBER (TIN).
Social Security Number
SUBSTITUTE
Enter your TIN on the OR
appropriate line. For
most individuals, this is
your social security
number (SSN). For most
other entities, it is
your employer
identification number
(EIN). If you do not have
a number, write "Applied
For" in the space in the
right. See How to Get a
TIN in the enclosed
Guidelines.
Form W-9
Department of the Employer Identification
Treasury Number
Internal Revenue Service
Payer's Request for Taxpayer Note: If the account is
Identification Number (TIN) in more than one name,
see the chart in the
enclosed Guidelines to
determine what number to
give.
Part II--For Payees Exempt From Backup Withholding
(See the enclosed Guidelines)
Part III--Certification
Under penalties of perjury, I certify that:
(1)The number shown on this form is my correct
taxpayer identification number (or I am waiting for a
number to be issued to me), and
(2)I am not subject to backup withholding because:
(a) I am exempt from backup withholding; or (b) I
have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding
as a result of a failure to report all interest or
dividends; or (c) the IRS has notified me that I am
no longer subject to backup withholding.
Certification Instructions--You must cross out item
(2) above if you have been notified by the IRS that
you are subject to backup withholding because you
have failed to report all interest and dividends on
your tax return. However, if after being notified by
the IRS that you were subject to backup withholding
you received another notification from the IRS that
you are no longer subject to backup with-holding, do
not cross out item (2).
The Internal Revenue Service does not require your
consent to any provision of this document other than
the certifications required to avoid backup
withholding.
SIGNATURE DATE
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31%
OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW ENCLOSED GUIDELINES FOR
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9
What Name and Number to Give the Requester
Name
If you are an individual, you must generally enter the name shown on your
Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security
Administration of the name change, enter your first name, the last name shown
on your Social Security card, and your new last name. If the account is in
joint names, list first and then circle the name of the person or entity whose
number you enter in Part I of the form.
Sole Proprietor--You must enter your individual name as shown on your Social
Security card. You may enter your business, trade or "doing business as" name
on the business name line.
Limited Liability Company (LLC)--If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations (S) 301. 7701-3, enter the owner's
name. Enter the LLC's name on the business name line. A disregarded domestic
entity that has a foreign owner must use the appropriate Form W-8.
Other Entities--Enter the business name as shown on required federal income
tax documents. This name should match the name shown on the charter or other
legal document creating the entity. You may enter any business, trade or
"doing business as" name on the business name line.
Taxpayer Identification Number (TIN)
You must enter your taxpayer identification number in the appropriate box.
If you are a resident alien and you do not have and are not eligible to get a
Social Security number, your taxpayer identification number is your IRS
individual taxpayer identification number (ITIN). Enter it in the Social
Security number box. If you do not have an individual taxpayer identification
number, see How to Get a TIN below. If you are a sole proprietor and you have
an employer identification number, you may enter either your Social Security
number or employer identification number. However, using your employer
identification number may result in unnecessary notices to the requester, and
the IRS prefers that you use your Social Security number. If you are an LLC
that is disregarded as an entity separate from its owner under Treasury
regulations (S) 301.7701-3, and are owned by an individual, enter the owner's
Social Security number. If the owner of a disregarded LLC is a corporation,
partnership, etc., enter the owner's employer identification number. See the
chart below for further clarification of name and TIN combinations.
Social Security numbers (SSN's) have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers (EIN's) have nine digits
separated by only one hyphen: i.e. 00-00 00000.
The table below will help determine the number to give the requester.
- ------------------------------------ ----------------------------------------
For this type of Give the name For this type of account: Give Name
account: and SSN of: and SSN of:
- -------------------------------------------------------------
-----------------------------------------------------------------
1. Individual The individual 6. A valid trust, estate, or Legal entity(4)
pension trust
2. Two or more The actual owner 7. Corporation The corporation
individuals of the account
(joint or, if combined
account) funds, the first
individual on
the account(1)
3. Custodian The minor(2) 8. Association, club, religious, The organization
account of a charitable, educational,
minor or other tax-exempt
(Uniform organization
Gift to
Minors Act)
4.a. The usual The grantor- 9. Partnership The partnership
revocable trustee(1)
savings
trust
(grantor
is also
trustee)
b. So-called The actual 10. A broker or registered The broker or nominee
trust owner(1) nominee
account
that is
not a
legal or
valid
trust
under
state law.
5. Sole The owner(3) 11. Account with the Department The public entity
proprietorship of Agriculture in the name of
a public entity (such as a
state or local government,
school district, or prison) that
receives agricultural program
payments
- -------------------------------------------------------------
-----------------------------------------------------------------
GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9
Page 2
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a Social Security number, that
person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) You must show your individual name, but you may also enter your business
or "doing business as" name. You may use either your Social Security
number or employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the taxpaer identification number of the personal
representative or trustee unless the legal entity itself is not designated
in the account title.)
Note: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER AND CERTIFICATION ON SUBSTITUTE FORM W-9
Page 3
How to Get a TIN
If you do not have a taxpayer identification number, apply for one
immediately. To apply for a Social Security number, get Form SS-5, Application
for a Social Security Number Card, from your local Social Security
Administration office. Get Form W-7 to apply for an individual taxpayer
identification number or Form SS-4, Application for Employer Identification
Number, to apply for an employer identification number. You can get Forms W-7
and SS-4 from the IRS.
If you do not have a taxpayer identification number, write "Applied For" in
the space for the taxpayer identification number, sign and date the form, and
give it to the requester. For interest and dividend payments and certain
payments made with respect to readily tradable instruments, you will generally
have 60 days to get a taxpayer identification number and give it to the
requester before you are subject to backup withholding. Other payments are
subject to backup withholding without regard to the 60-day rule, until you
provide your taxpayer identification number.
Note: Writing "Applied For" means that you have already applied for a
taxpayer identification number or that you intend to apply for one soon.
Exemption From Backup Withholding
Payees Exempt From Backup Withholding
Individuals (including sole proprietors) are NOT exempt from backup
withholding.
For interest and dividends, the following payees are exempt from backup
withholding:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal Reve-
nue Code of 1986, as amended (the "Code"), an individual retirement account
(IRA), or a custodial account under section 403(b)(7) of the Code if the
account satisfies the requirements of section 401(f)(2) of the Code.
. The United States or any of its agencies or instrumentalities.
. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.
. A foreign government or any of its political subdivisions, agencies or in-
strumentalities.
. An international organization or any of its agencies or instrumentalities.
. A dealer in securities or commodities required to register in the United
States, the District of Columbia or a possession of the United States.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An entity registered at all times during the tax year under the Investment
Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate Secre-
taries, Inc., Nominee List.
. A trust exempt from tax under section 664 of the Code or described in sec-
tion 4947 of the Code.
Payments Exempt From Backup Withholding
Dividends and patronage dividends that are generally exempt from backup
withholding include:
. Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
. Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
. Payments of patronage dividends not paid in money.
. Payments made by certain foreign organizations.
. Payments made by an ESOP pursuant to section 404(k) of the Code.
Interest payments that are generally exempt from backup withholding include:
. Payments of interest on obligations issued by individuals. Note, however,
that such a payment may be subject to backup withholding if this interest
is $600 or more and is paid in the course of the payer's trade or business,
and you have not provided your correct taxpayer identification number or
you have provided an incorrect taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
. Payments described in section 6049(b)(5) of the Code to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451 of the Code.
. Payments made by certain foreign organizations.
Payments that are not subject to information reporting are also not subject
to backup withholding. For details, see sections 6041, 6041A, 6042, 6044,
6045, 6049, 6050A and 6050N of the Code, and their regulations.
If you are exempt from backup withholding, you should still complete and
file Substitute Form W-9 to avoid possible erroneous backup withholding. Enter
your correct taxpayer identification number in Part I, write "Exempt" in Part
II, and sign and date the form and return it to the requester.
If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester a completed Form W-8, Certificate of Foreign
Status.
Privacy Act Notice.--Section 6109 of the Code requires you to give your
correct taxpayer identification number to persons who must file information
returns with the IRS to report interest, dividends and certain other income
paid to you. The IRS uses the numbers for identification purposes and to help
verify the accuracy of your tax return. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation and
to cities, states, and the District of Columbia to carry out their tax laws.
You must provide your taxpayer identification number whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividends and certain other payments to a payee who does not furnish
a taxpayer identification number to a payer. Certain penalties may also apply.
Penalties
(1)Failure to Furnish Taxpayer Identification Number.--If you fail to furnish
your correct taxpayer identification number to a requester, you are subject to
a penalty of $50.00 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2)Civil Penalty for False Information With Respect to Withholding.--If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a $500.00 penalty.
(3)Criminal Penalty for Falsifying Information.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.