LETTER OF TRANSMITTAL
CSX CORPORATION
OFFERS TO EXCHANGE
ALL OUTSTANDING REGISTERED
7.05% DEBENTURES DUE 2002 FOR 7.05% DEBENTURES DUE 2002
7.25% DEBENTURES DUE 2004 FOR 7.25% DEBENTURES DUE 2004
7.45% DEBENTURES DUE 2007 FOR 7.45% DEBENTURES DUE 2007
7.90% DEBENTURES DUE 2017 FOR 7.90% DEBENTURES DUE 2017
7.95% DEBENTURES DUE 2027 FOR 7.95% DEBENTURES DUE 2027
6.95% DEBENTURES DUE 2027 FOR 6.95% DEBENTURES DUE 2027
7.25% DEBENTURES DUE 2027 FOR 7.25% DEBENTURES DUE 2027
8.30% DEBENTURES DUE 2032 FOR 8.30% DEBENTURES DUE 2032
PURSUANT TO THE PROSPECTUS DATED , 1997
THE EXCHANGE OFFERS AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON , 1997 UNLESS EXTENDED.
THE CHASE MANHATTAN BANK, Exchange Agent
By Mail, Overnight Courier or Hand By Facsimile:
Delivery:
450 West 33rd Street 212-946-8158 or 212-946-8159
15th Floor
New York, New York 10001-2697 Confirm by Telephone:
Attention: Ronald J. Halleran 212-946-3068
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, WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated , 1997 (the "Prospectus"), of CSX Corporation, a
Virginia corporation (the "Company"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute the Company's offers (the
"Exchange Offers") to exchange, from the registered holders (the "Holders")
thereof (i) an aggregate principal amount of up to $350,000,000 of the
Company's 7.05% Debentures Due 2002 (the "New 2002 Debentures"), which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to a Registration Statement of which the Prospectus is a part,
for a like principal amount of the issued and outstanding 7.05% Debentures Due
2002 (the "Old 2002 Debentures") of the Company, (ii) an aggregate principal
amount of up to $300,000,000 of the Company's 7.25% Debentures Due 2004 (the
"New 2004 Debentures"), which have been registered under the Securities Act,
pursuant to a Registration Statement of which the Prospectus is a part, for a
like principal amount of the issued and outstanding 7.25% Debentures Due 2004
(the "Old 2004 Debentures") of the Company, (iii) an aggregate principal
amount of up to $450,000,000 of the Company's 7.45% Debentures Due 2007 (the
"New 2007 Debentures"), which have been registered under the Securities Act,
pursuant to a Registration Statement of which the Prospectus is a part, for a
like principal amount of the issued and outstanding 7.45% Debentures Due 2007
(the "Old 2007 Debentures") of the Company, (iv) an aggregate principal amount
of up to
$400,000,000 of the Company's 7.90% Debentures Due 2017 (the "New 2017
Debentures"), which have been registered under the Securities Act, pursuant to
a Registration Statement of which the Prospectus is a part, for a like
principal amount of the issued and outstanding 7.90% Debentures Due 2017 (the
"Old 2017 Debentures") of the Company, (v) an aggregate principal amount of up
to $500,000,000 of the Company's 7.95% Debentures Due 2027 (the "New 7.95%
2027 Debentures"), which have been registered under the Securities Act,
pursuant to a Registration Statement of which the Prospectus is a part, for a
like principal amount of the issued and outstanding 7.95% Debentures Due 2027
(the "Old 7.95% 2027 Debentures") of the Company, (vi) an aggregate principal
amount of up to $100,000,000 of the Company's 6.95% Debentures Due 2027 (the
"New 6.95% 2027 Debentures"), which have been registered under the Securities
Act, pursuant to a Registration Statement of which the Prospectus is a part,
for a like principal amount of the issued and outstanding 6.95% Debentures Due
2027 (the "Old 6.95% 2027 Debentures") of the Company, (vii) an aggregate
principal amount of up to $250,000,000 of the Company's 7.25% Debentures Due
2027 (the "New 7.25% 2027 Debentures"), which have been registered under the
Securities Act, pursuant to a Registration Statement of which the Prospectus
is a part, for a like principal amount of the issued and outstanding 7.25%
Debentures Due 2027 (the "Old 7.25% 2027 Debentures") of the Company, and
(viii) an aggregate principal amount of up to $150,000,000 of the Company's
8.30% Debentures Due 2032 (the "New 2032 Debentures"), which have been
registered under the Securities Act, pursuant to a Registration Statement of
which the Prospectus is a part, for a like principal amount of the issued and
outstanding 8.30% Debentures Due 2032 (the "Old 2032 Debentures") of the
Company. The New 2002 Debentures, New 2004 Debentures, New 2007 Debentures,
New 2017 Debentures, New 7.95% 2027 Debentures, New 6.95% 2027 Debentures, New
7.25% 2027 Debentures and New 2032 Debentures are sometimes referred to herein
collectively as the "New Debentures," and the Old 2002 Debentures, Old 2004
Debentures, Old 2007 Debentures, Old 2017 Debentures, Old 7.95% 2027
Debentures, Old 6.95% 2027 Debentures, Old 7.25% 2027 Debentures and Old 2032
Debentures are sometimes referred to herein collectively as the "Old
Debentures."
The term "Expiration Dates" shall mean 5:00 p.m., New York City time, on
,1997, unless the Company, in its sole discretion, extends the Exchange
Offers, in which case the term shall mean the latest date and time to which
the Exchange Offers are extended. Capitalized terms used but not defined
herein have the meaning given to them in the Prospectus.
For each Old Debenture accepted for exchange, the Holder of such Old
Debenture will receive a New Debenture having a principal amount equal to that
of the surrendered Old Debenture. Accordingly, registered Holders of New
Debentures on the relevant record date for the first interest payment date
following the consummation of the Exchange Offer will receive interest
accruing from the most recent date to which interest has been paid on the Old
Debentures or, if no interest has been paid, from May 1, 1997. Old Debentures
accepted for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Holders whose Old Debentures are accepted
for exchange will not receive any payment in respect of accrued interest on
such Old Debentures otherwise payable on any interest payment date the record
date for which occurs on or after consummation of the Exchange Offer.
This Letter of Transmittal is to be completed by a Holder of Old Debentures
either if certificates for such Old Debentures are to be forwarded herewith or
if a tender of Old Debentures is to be made by book-entry transfer to the
account maintained by The Chase Manhattan Bank (the "Exchange Agent") at The
Depository Trust Company (the "Book-Entry Transfer Facility" or "DTC")
pursuant to the procedures set forth in "The Exchange Offers--Book-Entry
Transfer" section of the Prospectus and an Agent's Message is not delivered.
Tenders by book-entry transfer may also be made by delivering an Agent's
Message in lieu of this Letter of Transmittal. The term "Agent's Message"
means a message, transmitted by the Book-Entry Transfer Facility to and
received by the Exchange Agent and forming a part of a Book-Entry Confirmation
(as defined below), which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the tendering participant, which
acknowledgment states that such participant has received and agrees to be
bound by the Letter of Transmittal and that the Company may enforce the Letter
of Transmittal against such participant. Holders of Old Debentures whose
certificates for such Old Debentures are not immediately available, or who are
unable to deliver their certificates or confirmation of the book-entry tender
of their Old Debentures into the Exchange Agent's account at the Book-Entry
Transfer Facility (a "Book-Entry Confirmation") and all other documents
required by this Letter of Transmittal to the Exchange Agent on or prior to
the Expiration Date, must tender their Old Debentures according to the
guaranteed delivery procedures set forth in "The Exchange Offers--Guaranteed
Delivery Procedures" section of the Prospectus. See Instruction 1.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
2
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offers.
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF 7.05%
DEBENTURES DUE 2002", "DESCRIPTION OF 7.25% DEBENTURES DUE 2004", "DESCRIPTION
OF 7.45% DEBENTURES DUE 2007", "DESCRIPTION OF 7.90% DEBENTURES DUE 2017",
"DESCRIPTION OF 7.95% DEBENTURES DUE 2027", "DESCRIPTION OF 6.95% DEBENTURES
DUE 2027", "DESCRIPTION OF 7.25% DEBENTURES DUE 2027" OR "DESCRIPTION OF 8.30%
DEBENTURES DUE 2032", OR ANY COMBINATION OF THE ABOVE, AND SIGNING THIS LETTER
OF TRANSMITTAL WILL BE DEEMED TO HAVE TENDERED THE OLD DEBENTURES AS SET FORTH
IN SUCH BOXES BELOW.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING THE BOXES
List below the Old Debentures to which this Letter of Transmittal relates.
If the space provided below is inadequate, the certificate numbers and
principal amount of Old Debentures should be listed on a separate signed
schedule affixed hereto.
DESCRIPTION OF 7.05% DEBENTURES DUE 2002 TENDERED HEREBY
- -------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF REGISTERED HOLDER AS OLD 2002 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 2002 DEBENTURE AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
- --------------------------------------------------------------------------------------------
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 2002
Debentures Tendered," any tendering Holder of Old 2002 Debentures will
be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount
Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 2002
Debentures and all tenders must be in integral multiples of $1,000 in
principal amount.
3
- --------------------------------------------------------------------------------------------
DESCRIPTION OF 7.25% DEBENTURES DUE 2004 TENDERED HEREBY
- --------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF REGISTERED HOLDER AS OLD 2004 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 2004 DEBENTURES AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
- --------------------------------------------------------------------------------------------
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 2004
Debentures Tendered," any tendering Holder of Old 2004 Debentures will
be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount
Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 2004
Debentures and all tenders must be in integral multiples of $1,000 in
principal amount.
- --------------------------------------------------------------------------------------------
DESCRIPTION OF 7.45% DEBENTURES DUE 2007 TENDERED HEREBY
- --------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF REGISTERED HOLDER AS OLD 2007 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 2007 DEBENTURES AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 2007
Debentures Tendered," any tendering Holder of Old 2007 Debentures will
be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount
Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 2007
Debentures and all tenders must be in integral multiples of $1,000 in
principal amount.
4
- --------------------------------------------------------------------------------------------
DESCRIPTION OF 7.90% DEBENTURES DUE 2017 TENDERED HEREBY
- --------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF REGISTERED HOLDER AS OLD 2017 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 2017 DEBENTURES AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 2017
Debentures Tendered," any tendering Holder of Old 2017 Debentures will
be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount
Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 2017
Debentures and all tenders must be in integral multiples of $1,000 in
principal amount.
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DESCRIPTION OF 7.95% DEBENTURES DUE 2027 TENDERED HEREBY
- --------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF
OF REGISTERED HOLDER AS OLD 7.95% 2027
IT APPEARS ON THE AGGREGATE PRINCIPAL DEBENTURES TENDERED
OLD 7.95% 2027 DEBENTURES AMOUNT REPRESENTED (MUST BE IN INTEGRAL
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) MULTIPLES OF $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 7.95%
2027 Debentures Tendered," any tendering Holder of Old 7.95% 2027
Debentures will be deemed to have tendered the entire aggregate
principal amount represented by the column labeled "Aggregate Principal
Amount Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 7.95%
2027 Debentures and all tenders must be in integral multiples of $1,000
in principal amount.
5
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DESCRIPTION OF 6.95% DEBENTURES DUE 2027 TENDERED HEREBY
- ---------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT
OF REGISTERED HOLDER AS OF OLD 6.95% 2027
IT APPEARS ON THE AGGREGATE PRINCIPAL DEBENTURES TENDERED
OLD 6.95% 2027 DEBENTURES AMOUNT REPRESENTED (MUST BE IN INTEGRAL
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) MULTIPLES OF $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 6.95%
2027 Debentures Tendered," any tendering Holder of Old 6.95% 2027
Debentures will be deemed to have tendered the entire aggregate
principal amount represented by the column labeled "Aggregate Principal
Amount Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 6.95%
2027 Debentures and all tenders must be in integral multiples of $1,000
in principal amount.
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DESCRIPTION OF 7.25% DEBENTURES DUE 2027 TENDERED HEREBY
- ----------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF OLD
OF REGISTERED HOLDER AS 7.25% 2027 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 7.25% 2027 DEBENTURES AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 7.25%
2027 Debentures Tendered," any tendering Holder of Old 7.25% 2027
Debentures will be deemed to have tendered the entire aggregate
principal amount represented by the column labeled "Aggregate Principal
Amount Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 7.25%
2027 Debentures and all tenders must be in integral multiples of $1,000
in principal amount.
6
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DESCRIPTION OF 8.30% DEBENTURES DUE 2032 TENDERED HEREBY
- ----------------------------------------------------------------------------------------------
NAME AND ADDRESS PRINCIPAL AMOUNT OF OLD
OF REGISTERED HOLDER AS 2032 DEBENTURES
IT APPEARS ON THE AGGREGATE PRINCIPAL TENDERED (MUST BE IN
OLD 2032 DEBENTURES AMOUNT REPRESENTED INTEGRAL MULTIPLES OF
(PLEASE FILL IN, IF BLANK) CERTIFICATE NUMBER(S)* BY CERTIFICATE(S) $1,000)**
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TOTAL
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* Need not be completed by book-entry holders.
** Unless indicated in the column labeled "Principal Amount of Old 2032
Debentures Tendered," any tendering Holder of Old 2032 Debentures will
be deemed to have tendered the entire aggregate principal amount
represented by the column labeled "Aggregate Principal Amount
Represented by Certificate(s)."
The minimum permitted tender is $1,000 in principal amount of Old 2032
Debentures and all tenders must be in integral multiples of $1,000 in
principal amount.
7
[_] CHECK HERE IF TENDERED OLD DEBENTURES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution
-----------------------------------------
DTC Account Number
----------------------------------------------------
Transaction Code Number
-----------------------------------------------
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered Holder(s)
---------------------------------------
Date of Execution of Notice of Guaranteed Delivery
--------------------
Window Ticket Number (if available)
-----------------------------------
Name of Institution which Guaranteed Delivery
-------------------------
DTC Account Number (if delivered by book-entry transfer)
--------------
Transaction Code Number (if delivered by book-entry transfer)
---------
Name of Tendering Institution (if delivered by book-entry
transfer)
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[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
DEBENTURES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH
ABOVE (FOR USE BY ELIGIBLE INSTITUTIONS ONLY).
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD DEBENTURES FOR
YOUR OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES
(A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
(FOR USE BY ELIGIBLE INSTITUTIONS ONLY).
Name:
-----------------------------------------------------------------
Address:
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8
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offers, the
undersigned hereby tenders to the Company the aggregate principal amount of
Old Debentures indicated above. Subject to, and effective upon, the acceptance
for exchange of the Old Debentures tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Old Debentures as are being tendered
hereby, including all rights to accrued and unpaid interest thereon as of the
Expiration Date. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent its agent and attorney-in-fact (with full knowledge that
the Exchange Agent also acts as the agent of the Company in connection with
the Exchange Offers) with respect to the tendered Old Debentures with full
power of substitution to (i) deliver certificates for such Old Debentures, or
transfer ownership of such Old Debentures on the account books maintained by
DTC, to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company and (ii) present such Old
Debentures for transfer on the books of the Company and receive all benefits
and otherwise exercise all rights of beneficial ownership of such Old
Debentures, all in accordance with the terms of the Exchange Offers. The power
of attorney granted in this paragraph shall be deemed irrevocable and coupled
with an interest.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, assign and transfer the Old
Debentures tendered hereby and to acquire the New Debentures issuable upon the
exchange of tendered Old Debentures and that the Company will acquire good and
unencumbered title to the tendered Old Debentures, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim when the same are accepted for exchange by the Company. The undersigned
hereby further represents (i) that any New Debentures acquired in exchange for
Old Debentures tendered hereby will have been acquired in the ordinary course
of business of the person receiving such New Debentures, whether or not such
person is the undersigned, (ii) that neither the Holder of such Old Debentures
nor any such other person is participating in, intends to participate in or
has an arrangement or understanding with any person to participate in the
distribution of such New Debentures and (iii) that neither the Holder of such
Old Debentures nor any such other person is an "affiliate," as defined in Rule
405 under the Securities Act of 1933, as amended (the "Securities Act"), of
the Company.
The undersigned also acknowledges that the Exchange Offers are being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, including Exxon Capital Holdings Corporation (available May 13,
1988), Morgan Stanley & Co. Incorporated (available June 5, 1991), Shearman &
Sterling (available July 2, 1993) and similar no-action letters (the "Prior
No-Action Letters"), that the New Debentures issued pursuant to the Exchange
Offers in exchange for the Old Debentures may be offered for resale, resold
and otherwise transferred by Holders thereof (other than any such Holder which
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 Debentures
are acquired in the ordinary course of such Holders' business and such Holders
have no arrangement with any person to participate in a distribution of such
New Debentures. However, the SEC has not considered the Exchange Offers in the
context of a no-action letter and there can be no assurance that the staff of
the SEC would make a similar determination with respect to the Exchange Offers
as in other circumstances. If the undersigned or the person receiving the New
Debentures covered hereby is a broker-dealer that is receiving the New
Debentures for its own account in exchange for Old Debentures that were
acquired as a result of market-making activities or other trading activities,
the undersigned acknowledges that it or such other person will deliver a
prospectus meeting the requirements of the Securities Act in connection with
any resale of such New Debentures; 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. The undersigned
and any such other person acknowledge that, if they are participating in the
Exchange Offers for the purpose of distributing the New Debentures, they
cannot rely on the position of the staff of the SEC enunciated in the Prior
No-Action Letters and, in the absence of an exemption therefrom, must comply
with the registration and prospectus delivery requirements of the Securities
Act in connection with the resale transaction. If the undersigned or the
person receiving the New Debentures covered by this letter is an "affiliate"
(as defined under Rule 405 of the Securities Act) of the Company, the
undersigned represents to the Company that the undersigned understands and
acknowledges that neither the undersigned nor any such other person may rely
on the position of the staff of the SEC enunciated in the Prior No-Action
Letters, and that such New Debentures may not be offered for resale, resold or
otherwise transferred by the undersigned or such other person without
registration under the Securities Act or an exemption therefrom.
9
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company or the Exchange Agent to be necessary or
desirable to complete the exchange, assignment and transfer of the Old
Debentures tendered hereby. The undersigned further agrees that acceptance of
any tendered Old Debentures by the Company and the issuance of New Debentures
in exchange therefor shall constitute performance in full by the Company of
its obligations under the Registration Rights Agreement and that the Company
shall have no further obligations or liabilities thereunder for the
registration of the Old Debentures or the New Debentures. All authority
conferred or agreed to be conferred in this Letter of Transmittal 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 "The Exchange
Offers--Withdrawal Rights" section of the Prospectus.
The Exchange Offers are subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offers--Certain Conditions to the
Exchange Offers." The undersigned recognizes that as a result of these
conditions (which may be waived, in whole or in part, by the Company), as more
particularly set forth in the Prospectus, the Company may not be required to
exchange any of the Old Debentures tendered hereby and, in such event, the Old
Debentures not exchanged will be returned to the undersigned at the address
shown below the signature of the undersigned.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" below,
certificates for all New Debentures delivered in exchange for tendered Old
Debentures (and, if applicable, Old Debentures delivered herewith but not
exchanged) will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned or, in the case of a book-entry delivery of Old Debentures, the
account indicated above maintained at the Book-Entry Transfer Facility shall
be credited.
- ------------------------------------- --------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY (i) if To be completed ONLY if certif-
certificates for Old Debentures icates for Old Debentures not
not tendered, or New Debentures tendered, or New Debentures is-
issued in exchange for Old Deben- sued in exchange for Old Deben-
tures accepted for exchange, are tures accepted for exchange, are
to be issued in the name of some- to be sent to someone other than
one other than the undersigned, the undersigned, or to the under-
or (ii) if Old Debentures ten- signed at an address other than
dered by book-entry transfer that shown above.
which are not exchanged are to be
returned by credit to an account
maintained at DTC other than the
DTC Account Number set forth
above.
Issue certificate(s) to: Mail to:
Name Name
----------------------------- -----------------------------
(PLEASE PRINT) (PLEASE PRINT)
Address Address
-------------------------- --------------------------
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(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
---------------------------------- ----------------------------------
(TAXPAYER IDENTIFICATION OR (TAXPAYER IDENTIFICATION OR
SOCIAL SECURITY NO.) SOCIAL SECURITY NO.)
Credit Old Debentures not ex-
changed and delivered by book-en-
try transfer to the DTC account
set forth below:
DTC Account Number
---------------
- ------------------------------------- --------------------------------------
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY
10
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(Complete accompanying Substitute W-9 below)
, 1997
- --------------------------------------------- ------------------------
DATE
, 1997
- --------------------------------------------- ------------------------
SIGNATURE(S) OF HOLDER(S) DATE
Area Code and Telephone Number:
-------------
This Letter of Transmittal must be signed by the registered holder(s) exactly
as the name(s) appear(s) on the certificate(s) for the Old Debentures hereby
tendered or on a security position listing, 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
the signer's full title. See Instruction 3.
Name(s):
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity (Full Title):
---------------------------------------------------------
Address:
-----------------------------------------------------------------------
- --------------------------------------------------------------------------------
(INCLUDING ZIP CODE)
Area Code(s) and Telephone Number:
---------------------------------------------
Taxpayer Identification or Social Security Number:
-----------------------------
SIGNATURE GUARANTEE
(if required by Instruction 3)
Signature(s) Guaranteed by an Eligible Institution:
- --------------------------------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME OF FIRM)
- --------------------------------------------------------------------------------
(ADDRESS)
- --------------------------------------------------------------------------------
(AREA CODE AND TELEPHONE NUMBER)
Dated: , 1997
---------------------
11
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFERS
1. Delivery of this Letter of Transmittal and Old Debentures; Guaranteed
Delivery Procedures. This Letter of Transmittal is to be completed by holders
of Old Debentures either if certificates for such Old Debentures are to be
forwarded herewith or if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in "The Exchange Offers--Book-Entry
Transfer" section of the Prospectus and an Agent's Message is not delivered.
Tenders by book-entry transfer may also be made by delivering an Agent's
Message in lieu of this Letter of Transmittal. The term "Agent's Message"
means a message, transmitted by the Book-Entry Transfer Facility to and
received by the Exchange Agent and forming a part of a Book-Entry
Confirmation, which states that the Book-Entry Transfer Facility has received
an express acknowledgment from the tendering participant, which acknowledgment
states that such participant has received and agrees to be bound by the Letter
of Transmittal and that the Company may enforce the Letter of Transmittal
against such participant. Certificates for all physically tendered Old
Debentures, or Book-Entry Confirmation, as the case may be, as well as a
properly completed and duly executed Letter of Transmittal (or facsimile
hereof or Agent's Message in lieu thereof) and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at the
address set forth herein on or prior to the Expiration Date, or the tendering
holder must comply with the guaranteed delivery procedures set forth below.
Old Debentures tendered hereby must be in denominations of principal amount of
$1,000 and any integral multiple thereof.
Holders who wish to tender their Old Debentures, but whose certificates for
Old Debentures are not immediately available or who cannot deliver their
certificates and all other required documents to the Exchange Agent on or
prior to the Expiration Date, or who cannot complete the procedure for book-
entry transfer on a timely basis, may tender their Old Debentures pursuant to
the guaranteed delivery procedures set forth in "The Exchange Offers--
Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution (as
defined below); (ii) on or prior to 5:00 p.m., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by the Company (by telegram,
telex, facsimile transmission, mail or hand delivery), setting forth the name
and address of the Holder of Old Debentures and the principal amount of Old
Debentures 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 Old Debentures, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof) with any required signature
guarantees and any other documents required by this Letter of Transmittal will
be deposited by the Eligible Institution with the Exchange Agent; and (iii)
the certificates for all physically tendered Old Debentures, in proper form
for transfer, or Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof) with any required signature
guarantees and all other documents required by this Letter of Transmittal, are
deposited with the Exchange Agent by the Eligible Institution within three
NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter of Transmittal, the Old Debentures and
all other required documents is at the election and risk of the tendering
Holders, and the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Old Debentures are sent by mail, it is
suggested that the mailing be by registered mail, properly insured, with
return receipt requested, and 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.
Only a Holder (as defined in the Prospectus) of Old Debentures may tender
such Old Debentures in the Exchange Offers. Any beneficial holder of Old
Debentures who is not the registered holder and who wishes to tender should
arrange with the registered holder to execute and deliver this Letter of
Transmittal on his or her behalf or must, prior to completing and executing
this Letter of Transmittal and delivering the Old Debentures, either make
appropriate arrangements to register ownership of the Old Debentures in such
holder's name or obtain a properly completed bond power from the registered
holder.
12
All questions as to the validity, form, eligibility (including time of
receipt) or acceptance of tendered Old Debentures and withdrawal of tendered
Old Debentures will be determined by the Company in its sole discretion, which
determination will be final and binding. The Company reserves the absolute
right to reject any and all Old Debentures not properly tendered or any Old
Debentures the Company's acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Old
Debentures. The Company's interpretation of the terms and conditions of the
Exchange Offers (including the instructions in this Letter of Transmittal)
shall be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Debentures must be cured
within such time as the Company shall determine. Neither the Company, the
Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Old
Debentures, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Debentures will not be deemed to have been made
until such defects or irregularities have been cured or waived. Any Old
Debentures received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering Holders of Old Debentures,
unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
See "The Exchange Offers" section of the Prospectus.
2. Partial Tenders (Not Applicable to Debenture Holders who Tender by Book-
Entry Transfer). If less than all the Old Debentures evidenced by a submitted
certificate is to be tendered, the tendering Holder(s) should fill in the
aggregate principal amount of Old Debentures to be tendered in the boxes above
entitled "Description of 7.05% Debentures Due 2002 Tendered Hereby--Principal
Amount of Old 2002 Debentures Tendered", "Description of 7.25% Debentures Due
2004 Tendered Hereby--Principal Amount of Old 2004 Debentures Tendered",
"Description of 7.45% Debentures Due 2007 Tendered Hereby--Principal Amount of
Old 2007 Debentures Tendered", "Description of 7.90% Debentures Due 2017
Tendered Hereby--Principal Amount of Old 2017 Debentures Tendered",
"Description of 7.95% Debentures Due 2027 Tendered Hereby--Principal Amount of
Old 7.95% 2027 Debentures Tendered", "Description of 6.95% Debentures Due 2027
Tendered Hereby--Principal Amount of Old 6.95% 2027 Debentures Tendered",
"Description of 7.25% Debentures Due 2027 Tendered Hereby--Principal Amount of
Old 7.25% 2027 Debentures Tendered", and "Description of 8.30% Debentures Due
2032 Tendered Hereby--Principal Amount of Old 2032 Debentures Tendered." A
reissued certificate representing the balance of nontendered Old Debentures
will be sent to such tendering holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal, promptly after the Expiration
Date. All of the Old Debentures delivered to the Exchange Agent will be deemed
to have been tendered unless otherwise indicated.
3. Signatures on this Letter of Transmittal, Bond Powers and Endorsements,
Guarantee of Signatures. If this Letter of Transmittal is signed by the Holder
of the Old Debentures tendered hereby, the signature must correspond exactly
with the name as written on the face of the certificates or on a DTC security
position listing without any change whatsoever.
If any tendered Old Debentures are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Old Debentures are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.
When this Letter of Transmittal is signed by the registered holder or
holders of the Old Debentures specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If,
however, the New Debentures are to be issued, or any untendered Old Debentures
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 certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.
13
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, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.
Endorsements on certificates for Old Debentures or signatures on bond powers
required by this Instruction 3 must be guaranteed by a financial institution
(including most banks, savings and loan associations and brokerage houses)
that is a participant in the Securities Transfer Agents Medallion Program, the
New York Stock Exchange Medallion Signature Program or the Stock Exchanges
Medallion Program (each, an "Eligible Institution").
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Old Debentures are tendered: (i) by a
registered holder of Old Debentures who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter of Transmittal, or (ii) for the account of an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders of Old
Debentures should indicate in the applicable box the name and address (or
account at the Book-Entry Transfer Facility) to which New Debentures issued
pursuant to the Exchange Offers and/or substitute certificates evidencing Old
Debentures not exchanged are to be issued or sent (or deposited), if different
from the name or address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the employer identification or
social security number of the person named must also be indicated. Debenture
holders tendering Old Debentures by book-entry transfer may request that Old
Debentures not exchanged be credited to such account maintained at the Book-
Entry Transfer Facility as such noteholder may designate hereon. If no such
instructions are given, such Old Debentures not exchanged will be returned to
the name and address of the person signing this Letter of Transmittal.
5. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Debentures to it or its order pursuant to
the Exchange Offers. If, however, New Debentures and/or substitute Old
Debentures 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 Old
Debentures tendered hereby, or if tendered Old Debentures are registered in
the name of any person other than the person signing this Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
transfer of Old Debentures to the Company or its order pursuant to the
Exchange Offers, 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 to such tendering holder and the Exchange Agent will retain possession
of an amount of New Debentures with a face amount equal to the amount of such
transfer taxes due by such tendering holder pending receipt by the Exchange
Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures specified in this
Letter of Transmittal.
6. Waiver of Conditions. The Company reserves the absolute right to waive
satisfaction of any or all conditions enumerated in the Prospectus.
7. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Old Debentures,
by execution of this Letter of Transmittal or on Agent's Message in lieu
thereof, shall waive any right to receive notice of the acceptance of their
Old Debentures for exchange.
Although the Company intends to notify holders of defects or irregularities
with respect to tenders of Old Debentures, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Old Debentures. Any holder whose Old
Debentures have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions. This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, stolen or destroyed Old Debentures have been
followed.
14
9. Withdrawal of Tenders. Tenders of Old Debentures may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date.
For a withdrawal of a tender of Old Debentures to be effective, a written or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent at its address set forth above prior to 5:00 p.m., New York City time,
on the Expiration Date. Any such notice of withdrawal must (i) specify the
name of the person having deposited the Old Debentures to be withdrawn (the
"Depositor"), (ii) identify the Old Debentures to be withdrawn, including the
certificate number or numbers (where certificates for Old Debentures have been
transmitted) and principal amount of such Old Debentures, or in the case of
Old Debentures transferred by book-entry transfer, the name and number of the
account at the Book-Entry Transfer Facility to be credited, (iii) be signed by
the holder in the same manner as the original signature on this Letter of
Transmittal (including any required signature guarantees) or be accompanied by
documents of transfer sufficient to have the trustee under the Indenture
register the transfer of such Old Debentures into the name of the person
withdrawing the tender and (iv) specify the name in which any such Old
Debentures are registered, if different from that of the Depositor. All
questions as to the validity, form and eligibility (including time of receipt)
of such notices will be determined by the Company, whose determination shall
be final and binding on all parties. Any Old Debentures so withdrawn will be
deemed not to have been validly tendered for exchange for purposes of the
Exchange Offers and no New Debentures will be issued with respect thereto
unless the Old Debentures so withdrawn are validly retendered. Any Old
Debentures that have been tendered for exchange but which are not exchanged
for any reason will be returned to the holder thereof without cost to such
holder as soon as practicable after withdrawal, rejection of tender or
termination of the Exchange Offers. Properly withdrawn Old Debentures may be
retendered by following the procedures described above at any time on or prior
to 5:00 p.m., New York City time, on the Expiration Date.
10. Requests for Assistance or Additional Copies. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus, this Letter of Transmittal and other related documents may be
directed to the Exchange Agent, at the address and telephone number indicated
above.
11. Important Tax Information. Under current federal income tax law, a
holder of New Debentures is required to provide the Company (as payor) through
the Exchange Agent, with such holder's correct taxpayer identification number
("TIN") on Substitute Form W-9 or otherwise establish a basis for exemption
from backup withholding to prevent backup withholding on any New Debentures
delivered pursuant to the Exchange Offers and any payments received in respect
of the New Debentures. If a holder of New Debentures is an individual, the TIN
is such holder's social security number. If the Company is not provided with
the correct TIN, a holder of New Debentures may be subject to a $50 penalty
imposed by the Internal Revenue Service. Accordingly, each prospective holder
of New Debentures to be issued pursuant to Special Issuance Instructions
should complete the attached Substitute Form W-9. The Substitute Form W-9 need
not be completed if the box entitled Special Issuance Instructions has not
been completed.
Certain holders of New Debentures (including, among others, all
corporations, financial institutions and certain foreign individuals) are not
subject to these backup withholding and reporting requirements. Exempt
prospective holders of New Debentures should indicate their exempt status on
Substitute Form W-9. A foreign individual may qualify as an exempt recipient
by submitting to the Company, through the Exchange Agent, a properly completed
Internal Revenue Service Form W-8 (which the Exchange Agent will provide upon
request) signed under penalty of perjury, attesting to the holder's exempt
status. See the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional instructions.
If backup withholding applies, the Company is required to withhold 31% of
any payment made to the holder of New Debentures or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal
income tax liability of persons 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 from the Internal Revenue Service.
To prevent backup withholding on any New Debentures delivered pursuant to
the Exchange Offers and any payments received in respect of the New
Debentures, each prospective holder of New Debentures to be issued pursuant to
Special Issuance Instructions should provide the Company, through the Exchange
Agent, with either: (i) such prospective holder's correct TIN by completing
the form below, certifying that the TIN provided on Substitute Form W-9 is
correct (or that such
15
prospective holder is awaiting a TIN) and that (A) such prospective holder has
not been notified by the Internal Revenue Service that he or she is subject to
backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified such prospective
holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption.
The prospective holder of New Debentures to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the New Debentures. If the New Debentures will be held in more
than one name or are not held in the name of the actual owner, consult the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance regarding which number to report.
To prevent backup withholding, each tendering holder of Old Debentures 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, or (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Debentures is a nonresident alien or foreign entity
not subject to backup withholding, such holder must give the Company a
completed Form W-8, Certificate of Foreign Status. These forms may be obtained
from the Exchange Agent. If the Old Debentures are in more than one name or
are not in the name of the actual owner, such holder should consult the W-9
Guidelines for information on which TIN to report. If such holder does not
have a TIN, such holder should consult the W-9 Guidelines 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. 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 Company within 60 days, backup withholding will
begin and continue until such holder furnishes its TIN to the Company.
16
TO BE COMPLETED BY ALL
TENDERING SECURITY HOLDERS
(SEE INSTRUCTION 11)
PAYER'S NAME: CSX CORPORATION
- --------------------------------------------------------------------------------
PART 1--PLEASE PROVIDE
SUBSTITUTE YOUR TIN IN THE BOX AT TIN
FORM W-9 RIGHT AND CERTIFY BY ---------------
SIGNING AND DATING Social Security Number OR
BELOW. Employer Identification
Number
--------------------------------------------------------
CERTIFICATION--UNDER THE PENAL-
TIES OF PERJURY, I CERTIFY THAT
(1) The number shown on this form PART 2
DEPARTMENT OF THE is my correct Taxpayer Identifi- TIN Applied
TREASURY INTERNAL cation Number (or I am waiting For [_]
REVENUE SERVICE for a number to be issued to me);
(2) I am not subject to backup
withholding either because: (a) I
am exempt from backup withhold-
ing, or (b) I have not been noti-
fied by the Internal Revenue
Service (the "IRS") that I am
subject to backup withholding as
a result of failure to report all
interest or dividends, or (c) the
IRS has notified me that I am no
longer subject to backup with-
holding; and (3) any other infor-
mation provided on this form is
true and correct.
Signature: Date: , 1997
--------- -----
You must cross out clause (c) of
item (2) of the above
certification if you have been
notified by the IRS that you are
subject to backup withholding
because of underreporting of
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 II OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) 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
(b) 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 the payment, 31 percent of all reportable payments made to me
thereafter will be withheld until I provide a taxpayer identification
number.
Signature: Date:
-------------------------- ---------------------------
- --------------------------------------------------------------------------------
17
NOTICE OF GUARANTEED DELIVERY
TO TENDER
OUTSTANDING REGISTERED
7.05% Debentures Due 2002 For 7.05% Debentures Due 2002
7.25% Debentures Due 2004 For 7.25% Debentures Due 2004
7.45% Debentures Due 2007 For 7.45% Debentures Due 2007
7.90% Debentures Due 2017 For 7.90% Debentures Due 2017
7.95% Debentures Due 2027 For 7.95% Debentures Due 2027
6.95% Debentures Due 2027 For 6.95% Debentures Due 2027
7.25% Debentures Due 2027 For 7.25% Debentures Due 2027
8.30% Debentures Due 2032 For 8.30% Debentures Due 2032
OF
CSX CORPORATION
This Notice of Guaranteed Delivery or a form substantially equivalent hereto
must be used to accept the Exchange Offers of CSX Corporation (the "Company")
made pursuant to the Prospectus, dated , 1997 (the "Prospectus"), if
certificates for the Company's outstanding 7.05% Debentures Due 2002 (the "Old
2002 Debentures"), 7.25% Debentures Due 2004 (the "Old 2004 Debentures"),
7.45% Debentures Due 2007 (the "Old 2007 Debentures"), 7.90% Debentures Due
2017 (the "Old 2017 Debentures"), 7.95% Debentures Due 2027 (the "Old 7.95%
2027 Debentures"), 6.95% Debentures Due 2027 (the "Old 6.95% 2027
Debentures"), 7.25% Debentures Due 2027 (the "Old 7.25% 2027 Debentures") or
the 8.30% Debentures Due 2032 of the Company (the "Old 2032 Debentures")
(collectively, the "Old Debentures") are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date of the Exchange
Offers. Such form may be delivered or transmitted by telegram, telex,
facsimile transmission, mail or hand delivery to The Chase Manhattan Bank
("Exchange Agent") as set forth below. Capitalized terms not defined herein
are defined in the Prospectus.
THE CHASE MANHATTAN BANK, Exchange Agent
By Mail, Hand or
Overnight Delivery:
The Chase Manhattan Bank, 450 West 33rd Street, 15th Floor,
New York, New York 10001-2697 Attention: Ronald J. Halleran
By Facsimile: (212) 946-8158 or (212) 946-8159
Confirm by Telephone: (212) 946-3068
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE, OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
THIS FORM 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, THE SIGNATURE GUARANTEE MUST APPEAR IN THE
APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX IN THE LETTER OF TRANSMITTAL.
18
LADIES AND GENTLEMEN:
Upon the terms and conditions set forth in the Prospectus, the undersigned
hereby tenders to the Company the principal amount of Old 2002 Debentures, Old
2004 Debentures, Old 2007 Debentures, Old 2017 Debentures, Old 7.95% 2027
Debentures, Old 6.95% 2027 Debentures, Old 7.25% 2027 Debentures or Old 2032
Debentures, or any combination of Old Debentures, set forth below, pursuant to
the guaranteed delivery procedure described in "The Exchange Offers--
Guaranteed Delivery Procedures" section of the Prospectus.
DESCRIPTION OF OLD 2002 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 2002
Debentures:
-------------------------------------------------------------------
Principal Amount of Old 2002 Debentures Tendered: $
---------------------------
If Old 2002 Debentures will be delivered to Depository Trust Company, provide
account number:
---------------------------------------------------------------
Certificate Nos. (if available):
----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
-----------------------
DESCRIPTION OF OLD 2004 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 2004
Debentures:
-------------------------------------------------------------------
Principal Amount of Old 2004 Debentures Tendered: $
---------------------------
If Old 2004 Debentures will be delivered to Depository Trust Company, provide
account number:
---------------------------------------------------------------
Certificate Nos. (if available):
----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
-----------------------
DESCRIPTION OF OLD 2007 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 2007
Debentures:
-------------------------------------------------------------------
Principal Amount of Old 2007 Debentures Tendered: $
---------------------------
If Old 2007 Debentures will be delivered to Depository Trust Company, provide
account number:
---------------------------------------------------------------
Certificate Nos. (if available):
----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
-----------------------
DESCRIPTION OF OLD 2017 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 2017
Debentures:
-------------------------------------------------------------------
Principal Amount of Old 2017 Debentures Tendered: $
---------------------------
If Old 2017 Debentures will be delivered to Depository Trust Company, provide
account number:
---------------------------------------------------------------
Certificate Nos. (if available):
----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
-----------------------
19
DESCRIPTION OF OLD 7.95% 2027 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 7.95% 2027
Debentures:
--------------------------------------------------------------------
Principal Amount of Old 7.95% 2027 Debentures Tendered: $
----------------------
If Old 7.95% 2027 Debentures will be delivered to Depository Trust Company,
provide account number:
--------------------------------------------------------
Certificate Nos. (if available):
-----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
------------------------
DESCRIPTION OF OLD 6.95% 2027 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 6.95% 2027
Debentures:
--------------------------------------------------------------------
Principal Amount of Old 6.95% 2027 Debentures Tendered: $
----------------------
If Old 6.95% 2027 Debentures will be delivered to Depository Trust Company,
provide account number:
--------------------------------------------------------
Certificate Nos. (if available):
-----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
------------------------
DESCRIPTION OF OLD 7.25% 2027 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 7.25% 2027
Debentures:
--------------------------------------------------------------------
Principal Amount of Old 7.25% 2027 Debentures Tendered: $
----------------------
If Old 7.25% 2027 Debentures will be delivered to Depository Trust Company,
provide account number:
--------------------------------------------------------
Certificate Nos. (if available):
-----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
------------------------
DESCRIPTION OF OLD 2032 DEBENTURES TENDERED
Name and address of registered holder as it appears on the Old 2032
Debentures:
--------------------------------------------------------------------
Principal Amount of Old 2032 Debentures Tendered: $
----------------------------
If Old 2032 Debentures will be delivered to Depository Trust Company, provide
account number:
----------------------------------------------------------------
Certificate Nos. (if available):
-----------------------------------------------
Total Principal Amount Represented by Certificate(s): $
------------------------
20
THE FOLLOWING MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Debentures being tendered hereby in proper
form for transfer or confirmation of book-entry transfer of such Old
Debentures into the Exchange Agent's account at The Depository Trust Company
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 Letters of Transmittal/or facsimile thereof or Agent's Message
in lieu thereof and any other documents required by the Letter of Transmittal
within three New York Stock Exchange trading days after the date of execution
of this Notice of Guaranteed Delivery.
Name of Firm:
-------------------------------
Address:
------------------------------------
- ---------------------------------------------
Area Code & Telephone No.:
------------------
Authorized Signature
------------------------
- ---------------------------------------------
Name (Please Type or Print)
- ---------------------------------------------
Title
, 1997
- ---------------------------------------
Dated
NOTE: DO NOT SEND CERTIFICATES OF OLD DEBENTURES WITH THIS FORM. CERTIFICATES
OF OLD DEBENTURES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY
EXECUTED LETTER OF TRANSMITTAL.
21