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EXHIBIT 99.1
LETTER OF TRANSMITTAL
NRG NORTHEAST GENERATING LLC
OFFER FOR ALL OUTSTANDING
8.065% SERIES A SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C SENIOR SECURED BONDS DUE 2024
IN EXCHANGE FOR
8.065% SERIES A-1 SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B-1 SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C-1 SENIOR SECURED BONDS DUE 2024
THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS, DATED OCTOBER 25, 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON NOVEMBER 27, 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
THE CHASE MANHATTAN BANK
By Hand Delivery or Overnight Courier:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Mail:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Facsimile Transmission:
(for Eligible Institutions Only)
212-638-7380
Confirm by Telephone:
212-638-0828
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.
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The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated October 25, 2000 (the "Prospectus"), of NRG Northeast
Generating LLC, a Delaware limited liability company (the "Issuer") and this
Letter of Transmittal (the "Letter of Transmittal" or the "Letter"), which
together constitute the Issuer's offer (the "Exchange Offer") to exchange an
aggregate principal amount of up to: (i) $320,000,000 of the Issuer's 8.065%
Series A-1 Senior Secured Bonds due 2004, (ii) $130,000,000 of the Issuer's
8.842% Series B-1 Senior Secured Bonds due 2015, and (iii) $300,000,000 of the
Issuer's 9.292% Series C-1 Senior Secured Bonds due 2024, all of which have been
registered under the Securities Act of 1933, as amended (the "New Bonds"), for a
like principal amount, in the aggregate, of the Issuer's issued and outstanding
8.065% Series A Senior Secured Bonds due 2004, 8.842% Series B Senior Secured
Bonds due 2015, and 9.292% Series C Senior Secured Bonds due 2024 (the "Old
Bonds") from the registered holders thereof.
For each Old Bond accepted for exchange, the holder of such Old Bond will
receive a New Bond having a principal amount equal to that of the surrendered
Old Bond. The New Bonds will bear interest from the most recent date to which
interest has been paid. Accordingly, registered holders of New Bonds 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. Old Bonds accepted for exchange
will cease to accrue interest from and after the date of consummation of the
Exchange Offer. Holders of Old Bonds whose Old Bonds are accepted for exchange
will not receive any payment in respect of accrued interest on such Old Bonds
otherwise payable on any interest payment date the record date for which occurs
on or after consummation of the Exchange Offer.
This Letter is to be completed by a holder of Old Bonds either if
certificates for such Old Bonds are to be forwarded herewith or if a tender is
to be made by book-entry transfer to the account maintained by The Chase
Manhattan Bank, as Exchange Agent for the Exchange Offer (the "Exchange Agent"),
at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to
the procedures set forth in "The Exchange Offer -- Book-Entry Transfers" 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. 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 this Letter and that the Issuer may enforce
this Letter against such participant. Holders of Old Bonds whose certificates
are not immediately available, or who are unable to deliver their certificates
or confirmation of the book-entry tender of their Old Bonds into the Exchange
Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Bonds according
to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1.
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DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Bonds to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Old Bonds should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF OLD BONDS 1 2 3
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AGGREGATE
PRINCIPAL PRINCIPAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AMOUNT OF AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBER(S)* OLD BOND(S) TENDERED**
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TOTAL
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* Need not be completed if Old Bonds are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Bonds
represented by the Old Bonds indicated in column 2. See Instruction 2. Old Bonds tendered hereby must be in
denominations of principal amount of $100,000 or any integral multiple of $1,000 in excess of $100,000. See
Instruction 1.
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[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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Account Number
- --------------------------------- Transaction Code Number
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By crediting the Old Bonds to the Exchange Agent's account at the
Book-Entry Transfer Facility's Automated Tender Offer Program ("ATOP") and by
complying with applicable ATOP procedures with respect to the Exchange Offer,
including transmitting to the Exchange Agent a computer-generated Agent's
Message in which the holder of the Old Bonds acknowledges and agrees to be bound
by the terms of, and makes the representations and warranties contained in, the
Letter, the participant in the Book-Entry Transfer Facility confirms on behalf
of itself and the beneficial owners of such Old Bonds all provisions of this
Letter (including all representations and warranties) applicable to it and such
beneficial owner as fully as if it had completed the information required herein
and executed and transmitted this Letter to the Exchange Agent.
[ ] CHECK HERE IF TENDERED OLD BONDS 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)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution Which Guaranteed Delivery
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number
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Transaction Code Number
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Name of Tendering Institution
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[ ] CHECK HERE IF TENDERED OLD BONDS ARE ENCLOSED HEREWITH.
[ ] 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.
Name:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Bonds. If the undersigned is a broker-dealer that will receive New Bonds for its
own account in exchange for Old Bonds that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act of
1933, as amended, in connection with any resale of such New Bonds; however, by
so acknowledging and by delivering such a prospectus the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act of 1933, as amended. If the undersigned is a broker-dealer that will receive
New Bonds, it represents that the Old Bonds to be exchanged for the New Bonds
were acquired as a result of market-making activities or other trading
activities.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of Old
Bonds indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Bonds tendered hereby, the undersigned hereby sells, assigns
and transfers to, or upon the order of, the Issuer all right, title and interest
in and to such Old Bonds as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Bonds, with full power of substitution, among other
things, to cause the Old Bonds to be assigned, transferred and exchanged. The
undersigned hereby represents and warrants that the undersigned has full power
and authority to tender, sell, assign and transfer the Old Bonds, and to acquire
New Bonds issuable upon the exchange of such tendered Old Bonds, and that, when
the same are accepted for exchange, the Issuer 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 Issuer. The undersigned hereby further represents that any New Bonds
acquired in exchange for Old Bonds tendered hereby will have been acquired in
the ordinary course of business of the person receiving such New Bonds, whether
or not such person is the undersigned, that neither the holder of such Old Bonds
nor such other person has any arrangement or understanding with any person to
participate in the distribution of such New Bonds and that neither the holder of
such Old Bonds 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
Issuer.
The undersigned acknowledges that this Exchange Offer is 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, that the New Bonds issued pursuant to the Exchange Offer in exchange
for the Old Bonds may be offered for resale, resold and otherwise transferred by
holders or other persons receiving the New Bonds thereof (other than any such
holder or other person that is an "affiliate" of the Issuer 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
Bonds are acquired in the ordinary course of business of the person receiving
such New Bonds, whether or not such person is the holder, and neither the holder
nor such other person has any arrangement or understanding with any person to
participate in the distribution of such New Bonds. However, the SEC has not
considered the Exchange Offer 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 Offer as in other circumstances. If the undersigned
is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of New Bonds and has no
arrangement or understanding to participate in a distribution of New Bonds. If
any holder is an affiliate of the Issuer, is engaged in or intends to engage in
or has any arrangement or understanding with respect to the distribution of the
New Bonds to be acquired pursuant to the Exchange Offer, such holder (i) could
not rely on the applicable interpretations of the staff of the SEC and (ii) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction. If the undersigned is
a broker-dealer that will receive New Bonds for its own account in exchange for
Old Bonds, it represents that the Old Bonds to be exchanged for the New Bonds
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Bonds; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Old Bonds 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 "The Exchange Offer -- Withdrawal Rights"
section of the Prospectus.
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Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Bonds (and, if applicable,
substitute certificates representing Old Bonds for any Old Bonds not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Bonds, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Bonds (and, if
applicable, substitute certificates representing Old Bonds for any Old Bonds not
exchanged) to the undersigned at the address shown above in the box entitled
"Description of Old Bonds."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD BONDS"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD BONDS AS
SET FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
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To be completed ONLY if certificates for Old Bonds not exchanged and/or
New Bonds are to be issued in the name of someone other than the person or
persons whose signature(s) appear(s) on this Letter above, or if Old Bonds
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue: New Bonds and/or Old Bonds to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
(COMPLETE SUBSTITUTE FORM W-9)
Credit unexchanged Old Bonds delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
- ------------------------------------------------------------
To be completed ONLY if certificates for Old Bonds not exchanged and/or
New Bonds are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at an
address other than shown in the box entitled "Description of Old Bonds" on
this Letter above.
Mail: New Bonds and/or Old Bonds to:
Name(s)
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
Address
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(ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD BONDS OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
Dated:
- ------------------------------------, 2000
X
- ----------------------------------------------------------- ---------------------------------, 2000
X
- ----------------------------------------------------------- ---------------------------------, 2000
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number
- --------------------------------------------------------------------------------
This Letter must be signed by the registered Holder(s) as the name(s) appear(s)
on the certificate(s) for the Old Bonds hereby tendered or on a security
position, on 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 full title. See
Instruction 3.
Name(s):
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- --------------------------------------------------------------------------------
(PLEASE TYPE OR PRINT)
Capacity:
- --------------------------------------------------------------------------------
Address:
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(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
- --------------------------------------------------------------------------------
(NAME AND FIRM)
Dated:
- ------------------------------------, 2000
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER FOR THE
8.065% SERIES A SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C SENIOR SECURED BONDS DUE 2024
OF NRG NORTHEAST GENERATING LLC IN EXCHANGE FOR THE
8.065% SERIES A-1 SENIOR SECURED BONDS DUE 2004,
8.842% SERIES B-1 SENIOR SECURED BONDS DUE 2015, AND
9.292% SERIES C-1 SENIOR SECURED BONDS DUE 2024
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED
1. DELIVERY OF THIS LETTER AND BONDS; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Old Bonds either if
certificates 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
Offer -- Book-Entry Transfers" 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. 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 Issuer may enforce the Letter of Transmittal against such participant.
Certificates for all physically tendered Old Bonds, or Book-Entry Confirmation,
as the case may be, as well as a properly completed and duly executed Letter (or
manually signed facsimile hereof or Agent's Message in lieu thereof) and any
other documents required by this Letter, 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 Bonds tendered hereby must be in denominations of principal amount of
$100,000 or any integral multiple of $1,000 in excess of $100,000.
Holders whose certificates for Old Bonds 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 Bonds
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer -- Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution,
(ii) 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 Issuer (by telegram, telex, facsimile transmission, mail or hand
delivery), setting forth the name and address of the holder of Old Bonds and the
amount of Old Bonds tendered, stating that the tender is being made thereby and
guaranteeing that within three (3) 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 Bonds, in proper form for transfer,
or a Book-Entry Confirmation, as the case may be, together with a properly
completed and duly executed Letter (or facsimile thereof or Agent's Message in
lieu thereof) with any required signature guarantees 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 Old
Bonds, in proper form for transfer, or a Book-Entry Confirmation, as the case
may be, together with a properly completed and duly executed Letter (or
facsimile thereof or Agent's Message in lieu thereof) with any required
signature guarantees and all other documents required by this Letter, are
received by the Exchange Agent within three (3) NYSE trading days after the date
of execution of the Notice of Guaranteed Delivery. An "Eligible Institution" is
a firm which is 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.
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The method of delivery of this Letter, the Old Bonds 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 Old Bonds are sent by mail, it is suggested that the mailing be
registered mail, properly insured, with return receipt requested, 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.
No Letters of Transmittal or Old Bonds should be sent directly to the Issuer.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Bonds evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Bonds to be tendered in the box above entitled "Description of Old
Bonds -- Principal Amount Tendered." A reissued certificate representing the
balance of nontendered Old Bonds will be sent to such tendering holder, unless
otherwise provided in the appropriate box on this Letter, promptly after the
Expiration Date. ALL OF THE OLD BONDS DELIVERED TO THE EXCHANGE AGENT WILL BE
DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the holder of the Old Bonds tendered hereby,
the signature must correspond exactly with the name as written on the face of
the certificates or on the Book-Entry Transfer Facility's security position
listing as the holder of such Old Bonds without any change whatsoever.
If any tendered Old Bonds are owned of record by two or more joint owners,
all of such owners must sign this Letter.
If any tendered Old Bonds 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 or holders of the Old
Bonds specified herein and tendered hereby, no endorsements of certificates or
written instrument or instruments of transfer or exchange are required. If,
however, the Old Bonds are registered in the name of a person other than a
signer of the Letter, the Old Bonds surrendered for exchange must be endorsed
by, or be accompanied by a written instrument or instruments of transfer or
exchange, in satisfactory form as determined by the Issuer in its sole
discretion, duly executed by the registered national securities exchange with
the signature thereon guaranteed by an Eligible Institution.
If this Letter is signed by a person or persons other than the registered
holder or holders of Old Bonds, such Old Bonds must be endorsed or accompanied
by appropriate powers of attorney, in either case signed exactly as the name or
names of the registered holder or holders that appear on the Old Bonds.
If this Letter or any Old Bonds or powers of attorneys 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 Issuer,
proper evidence satisfactory to the Issuer of their authority to so act must be
submitted with the Letter.
Endorsements on certificates for Old Bonds or signatures on powers of
attorneys required by this Instruction 3 must be guaranteed by an Eligible
Institution.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Bonds are tendered: (i) by a registered holder of
Old Bonds (which term, for purposes of the 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 Old Bonds) who has not completed
the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
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4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
Tendering holders of Old Bonds should indicate in the applicable box the
name and address to which New Bonds issued pursuant to the Exchange Offer and or
substitute certificates evidencing Old Bonds 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. Holders
tendering Old Bonds by book-entry transfer may request that Old Bonds not
exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such holder may designate hereon. If no such instructions are given,
such Old Bonds not exchanged will be returned to the name and address of the
person signing this Letter.
5. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose Old
Bonds are accepted for exchange must provide the Issuer (as payor) 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. If the Issuer is not provided with the current TIN
or an adequate basis for an exemption, such tendering holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, delivery to
such tendering holder of New Bonds may be subject to backup withholding in an
amount equal to 31% of all reportable payments made after the exchange. If
withholding results in an overpayment of taxes, a refund may be obtained.
Exempt holders of Old Bonds (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.
To prevent backup withholding, each tendering holder of Old Bonds 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 Bonds 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. If the Old Bonds 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. 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. Checking this box also
requires that the holder complete the Certificate of Awaiting Taxpayer
Identification Number form attached to the Substitute Form W-9. 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.
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The information requested above should be directed to the Exchange Agent at
the following address:
Delivery To: The Chase Manhattan Bank, Exchange Agent
THE CHASE MANHATTAN BANK
By Hand Delivery or Overnight Courier:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Mail:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Carlos Esteves -- Confidential
By Facsimile Transmission:
(for Eligible Institutions Only)
212-638-7380
Confirm by Telephone:
212-638-0828
6. TRANSFER TAXES.
Holders who tender their Old Bonds for exchange will not be obligated to
pay any transfer taxes in connection therewith. If, however, New Bonds are to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Bonds tendered, or if a transfer tax is imposed for
any reason other than the exchange of Old Bonds in connection with the Exchange
Offer, then 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 with this Letter, the amount of such transfer taxes will be billed
directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Old Bonds specified in this Letter.
7. WAIVER OF CONDITIONS.
The Issuer reserves the absolute right to waive any defects or
irregularities or conditions of the Exchange Offer as to any particular Old Bond
either before or after the Expiration Date (including the right to waive the
ineligibility of any holder who seeks to tender Old Bonds in the Exchange
Offer).
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Bonds, by execution of this Letter or an
Agent's Message in lieu thereof, shall waive any right to receive notice of the
acceptance of their Old Bonds for exchange.
Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Bonds nor shall any of them.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD BONDS.
Any holder whose Old Bonds have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
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10. WITHDRAWAL RIGHTS
Tenders of Old Bonds may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.
For a withdrawal to be effective, a written notice of withdrawal must be
received by the Exchange Agent at the 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 tendered the Old Bonds to be
withdrawn (the "Depositor"), (ii) identify the Old Bonds to be withdrawn
(including the principal amount of such Old Bonds), and (iii) (where
certificates for Old Bonds have been transmitted) specify the name in which such
Old Bonds are registered, if different from that of the Depositor. If
certificates for Old Bonds have been delivered or otherwise identified to the
Exchange Agent, then prior to the release of such certificates the Depositor
must also submit the serial numbers of the particular certificates to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution unless such Depositor is an Eligible Institution. If Old
Bonds have been tendered pursuant to the procedure for book-entry transfer set
forth in "The Exchange Offer -- Book-Entry Transfers" section of the Prospectus,
any notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Old Bonds and
otherwise comply with the procedures of such facility. All questions as to the
validity, form and eligibility (including time of receipt) of such notices will
be determined by the Issuer, whose determination shall be final and binding on
all parties. Any Old Bonds so withdrawn will be deemed not to have been validly
tendered for exchange for purposes of the Exchange Offer and no New Bonds will
be issued with respect thereto unless the Old Bonds so withdrawn are validly
retendered. Any Old Bonds 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 (or, in the case of Old Bonds tendered by book-entry transfer into
the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the
book-entry transfer procedures set forth in "The Exchange Offer -- Book-Entry
Transfers" section of the Prospectus, such Old Bonds will be credited to an
account maintained with the Book-Entry Transfer Facility for the Old Bonds) as
soon as practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Bonds 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.
11. 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, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the Exchange
Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
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PAYOR'S NAME: THE CHASE MANHATTAN BANK
- ------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
FORMW-9 CERTIFY BY SIGNING AND DATING BELOW.
TIN: --------------------------
Social Security Number or
Employer Identification Number
------------------------------------------------------------------------------------------------
PART 2 -- TIN Applied For [ ]
DEPARTMENT OF THE
TREASURY INTERNAL Payor's Request For Taxpayer Identification Number ("TIN") and Certification
REVENUE SERVICE
PAYOR'S REQUEST FOR CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
TAXPAYER IDENTIFICATION
NUMBER ("TIN") AND (1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting
CERTIFICATION for a number to be issued to me).
(2) I am not subject to backup withholding either because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (the "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,
and
(3) any other information provided on this form is true and correct.
Signature --------------------------------------------- Date ------------------------, 2000
- ------------------------------------------------------------------------------------------------------------------------------
You must cross out 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.
- ------------------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (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 exchange, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
Signature
- ------------------------------------------------ Date
- --------------------------------------------------
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