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Exhibit 99.1
LETTER OF TRANSMITTAL
PPL MONTANA, LLC
OFFER TO EXCHANGE
8.903% PASS THROUGH CERTIFICATES DUE 2020
WHICH HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OUTSTANDING
PASS THROUGH CERTIFICATES DUE 2020
(CUSIP NOS. 69352BAA2, U69387AA3 AND 69352BAB0)
PURSUANT TO THE PROSPECTUS DATED NOVEMBER [___], 2000.
THE EXCHANGE OFFER AND THE CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON [______], 2000, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON [______], 2000.
CHASE MANHATTAN BANK
EXCHANGE AGENT
By mail, overnight delivery or hand:
The Chase Manhattan Bank
55 Water Street, Room 234
New York, New York 10041
Attention: Victor Matis
By Facsimile:
212-638-7380
Confirm by telephone:
212-638-0459
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus, dated November
[___], 2000 (the "Prospectus"), of PPL Montana, LLC, a Delaware limited
liability company (the "Company"), and this Letter of Transmittal (this
"Letter"), which together constitute the Company's offer to exchange (the
"Registered Exchange Offer") an aggregate principal amount of up to $338,000,000
of 8.903% Pass Through Certificates due 2020 issued under the Pass Through Trust
Agreement dated July 20, 2000 between the Company and The Chase Manhattan Bank,
as Pass Through Trustee, which have been registered under the Securities Act of
1933, as amended (the "New Certificates"), for an equal principal amount of the
outstanding 8.903% Pass Through Certificates due 2020 issued under such
agreement (the "Certificates"). The Registered Exchange Offer is being made in
order to satisfy certain obligations of the Company contained in the Exchange
and Registration Rights Agreement dated July 13, 2000, between the Company and
the initial purchasers (the "Initial Purchasers") named therein (the
"Registration Rights Agreement").
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For each Certificate accepted for exchange, the holder (the "Holder") of
such Certificate will receive a New Certificate having a principal amount equal
to that of the surrendered Certificate. New Certificates will accrue interest at
the applicable per annum rate for such New Certificates as set forth on the
cover page of the Prospectus, from the date on which the Certificates
surrendered in exchange therefor were originally issued or from any later
scheduled interest distribution date preceding completion of the Registered
Exchange Offer on which all scheduled interest was distributed in respect of the
Certificates tendered for exchange. Interest on the Pass Through Certificates is
payable on January 2 and July 2 of each year, commencing January 2, 2001.
The Company reserves the right, at any time or from time to time, to
extend the Registered Exchange Offer at its discretion, in which event the term
"Expiration Date" shall mean the latest time and date to which the Registered
Exchange Offer is extended. The Company shall notify the holders of the
Certificates of any extension by means of a press release or other public
announcement prior to 9:00 A.M., New York City time, on the next business day
after the previously scheduled Expiration Date.
This Letter is to be completed by a holder of Certificates if Certificates
are to be forwarded herewith or if a tender of Certificates is to be made by
book-entry transfer though the Automated Tender Offer Program ("ATOP") at The
Depository Trust Company ("DTC") pursuant to the procedure set forth in "This
Exchange Offer -- Procedures for tendering the old certificates -- Book-entry
transfer" section of the Prospectus.
Holders who are participants in DTC ("DTC Participants") tendering by
book-entry transfer must execute such tender through ATOP on or prior to the
Expiration Date. DTC will verify such acceptance, execute a book-entry transfer
of the tendered Certificates into the Exchange Agent's account at DTC and then
send to the Exchange Agent confirmation of such book-entry transfer ("Book-Entry
Confirmation") including an agent's message ("Agent's Message") confirming that
DTC has received an express acknowledgment from such Holder that such Holder has
received and agrees to be bound by this Letter and that the Exchange Agent and
the Company may enforce this Letter against such Holder. The book-entry
confirmation must be received by the Exchange Agent in order for the tender
relating thereto to be effective. Book-entry transfer to DTC in accordance with
DTC's procedures does not constitute delivery of the book-entry confirmation to
the Exchange Agent.
If the tender is not made through ATOP, Certificates, as well as this
Letter (or facsimile hereof), properly completed and duly executed, with any
required signature guarantees, and any other documents required by this Letter,
must be received by the Exchange Agent at its address set forth herein on or
prior to the Expiration Date in order for such tender to be effective.
Holders of Certificates whose certificates are not immediately available,
or who are unable to deliver their certificates or confirmation of the
book-entry tender of their Certificates and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Certificates according to the guaranteed delivery procedures set forth in
"This Exchange Offer -- Procedures for tendering the old certificates --
Guaranteed delivery" section of the Prospectus. See Instruction 1.
THE METHOD OF DELIVERY OF THE BOOK-ENTRY CONFIRMATION OR CERTIFICATES,
THIS LETTER, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF
THE TENDERING HOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY
DELIVERY.
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 Registered Exchange Offer.
List below the Certificates to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Certificates should be listed on a separate signed schedule affixed hereto.
DESCRIPTION OF CERTIFICATES
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AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBERS* OF CERTIFICATES TENDERED**
- ----------------------------------------------- ------------------ ------------------ -----------------
- ----------------------------------------------- ------------------ ------------------ -----------------
- ----------------------------------------------- ------------------ ------------------ -----------------
- ----------------------------------------------- ------------------ ------------------ -----------------
- ----------------------------------------------- ------------------ ------------------ -----------------
Total:
- ----------------------------------------------- ------------------ ------------------ ------------------
* Need not be completed by Holders of Certificates being tendered by book-entry
transfer (see below).
** Unless otherwise indicated, it will be assumed that all Certificates
represented by certificates delivered to the Exchange Agent are being
tendered. See Instruction 1. Certificates tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple
thereof.
- - CHECK HERE IF TENDERED CERTIFICATES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE DEPOSITORY TRUST COMPANY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:__________________________________________
Account Number:________ Transaction Code Number:_____________________
- - CHECK HERE IF TENDERED CERTIFICATES ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):________________________________________
Window Ticket Number (if any):__________________________________________
Date of Execution of Notice of Guaranteed Delivery:_____________________
Name of Institution which Guaranteed Delivery:__________________________
IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number:__________ Transaction Code Number:___________________
- - CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF NEW CERTIFICATES
RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR CERTIFICATES.
Name:___________________________________________________________________
Address:________________________________________________________________
Aggregate Principal Amount of Certificates so held: $___________________
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Registered Exchange
Offer, the undersigned hereby tenders to the Company the aggregate principal
amount of Certificates indicated above. Subject to, and effective upon, the
acceptance for exchange of the Certificates tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Certificates as are being tendered
hereby. The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Certificates
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any New Certificates acquired in
exchange for Certificates tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Certificates,
whether or not such person is the undersigned, that neither the holder of such
Certificates nor any such other person is engaged in, or intends to engage in a
distribution of such New Certificates, or has an arrangement or understanding
with any person to participate in the distribution of such New Certificates, and
that neither the holder of such Certificates nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
The undersigned also acknowledges that this Registered Exchange Offer is
being made based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, including Exxon Capital Holdings
Corporation, SEC No-Action Letter (available May 13, 1988) (the "Exxon Capital
Letter"), Morgan Stanley & Co. Incorporated, SEC No-Action Letter (available
June 5, 1991) (the "Morgan Stanley Letter") and Shearman & Sterling, SEC
No-Action Letter (available July 2, 1993) (the "Shearman & Sterling Letter"),
that the New Certificates issued in exchange for the Certificates pursuant to
the Registered Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than a broker-dealer who acquires such New
Certificates directly from the Company for resale pursuant to Rule 144A under
the Securities Act or any other available exemption under the Securities Act or
any such holder that is an "affiliate" of the Company within the meaning of Rule
405 under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such New
Certificates are acquired in the ordinary course of such holders' business and
such holders are not engaged in, and do not intend to engage in, a distribution
of such New Certificates and have no arrangement with any person to participate
in the distribution of such New Certificates.
If a holder of Certificates is engaged in or intends to engage in a
distribution of the New Certificates or has any arrangement or understanding
with respect to the distribution of the New Certificates to be acquired pursuant
to the Registered Exchange Offer, such Holder could not rely on the applicable
interpretations of the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction. If the undersigned is a
broker-dealer that will receive New Certificates for its own account in exchange
for Certificates, it acknowledges that it will deliver a prospectus in
connection with any resale of such New Certificates; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act. A
broker-dealer who acquired Certificates as a result of market-making or other
trading activities may use the Prospectus for an offer to resell, resale or
other retransfer of the New Certificates. The Company has agreed that for a
period of 120 days after the Expiration Date that it will make the Prospectus
and any amendment or supplement to the Prospectus available to any
broker-dealers for use in connection with such resales.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Certificates tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "This Exchange Offer -- Withdrawal rights"
section of the Prospectus.
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Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Certificates (and, if applicable,
substitute certificates representing Certificates for any Certificates not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Certificates, please credit the account indicated above maintained
at DTC. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the New Certificates (and, if
applicable, substitute certificates representing Certificates for any
Certificates not exchanged) to the undersigned at the address shown above in the
box entitled "Description of Certificates."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF CERTIFICATES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE CERTIFICATES
AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Certificates not exchanged and/or
New Certificates are to be issued in the name of and sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter below, or if
Certificates delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at The Depositary
Trust Company other than the account indicated above.
Issue New Certificates and/or
Certificates to:
Name(s):
______________________________________________________________________
(PLEASE TYPE OR PRINT)
______________________________________________________________________________
Address(es):
__________________________________________________________________
______________________________________________________________________________
(INCLUDING ZIP CODE)
______________________________________________________________________________
(SOCIAL SECURITY OR EMPLOYER IDENTIFICATION NUMBER)
- - Credit unexchanged Certificates delivered by book-entry transfer to the
Book-Entry Transfer Facility account set forth below.
______________________________________________________________________________
(THE DEPOSITARY TRUST COMPANY ACCOUNT NUMBER, IF APPLICABLE)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Certificates not exchanged and/or
New Certificates are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter below, or to the undersigned at an address
other than shown in the box entitled "Description of Certificates" on this
Letter above.
Mail New Certificates and/or
Certificates to:
Name(s):
______________________________________________________________________
(PLEASE TYPE OR PRINT)
______________________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
(INCLUDING ZIP CODE)
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IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR
CERTIFICATES 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 LETTER OF TRANSMITTAL CAREFULLY
BEFORE COMPLETING ANY BOX ABOVE.
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
____________________________________ ____________________________________
(SIGNATURE(S) OF OWNER(S))
Date: ____________________________ Date: ______________________________
Area Code and Telephone Number: _____________________________________________
If a holder is tendering any Certificates, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Certificates or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a fiduciary
or representative capacity, please set forth full title. See Instruction 3.
Name(s):______________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity:_____________________________________________________________________
Address: _____________________________________________________________________
______________________________________________________________________________
(INCLUDE ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Authorized Signature: ________________________________________________________
Title: ______________________________________________________________________
Name and Firm:________________________________________________________________
Dated: _______________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE 8.903%
PASS THROUGH CERTIFICATES DUE 2020, WHICH HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OUTSTANDING 8.903% PASS
THROUGH CERTIFICATES DUE 2020.
1. DELIVERY OF THIS LETTER AND CERTIFICATES; GUARANTEED DELIVERY PROCEDURES.
This Letter is to be completed by holders of Certificates 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 "This Exchange Offer
- -- Procedures for tendering the old certificates -- Book-entry transfer" section
of the Prospectus. Certificates for all physically tendered Certificates, or
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal (or facsimile 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.
Certificates tendered hereby must be in denominations of $1,000.
Holders who are DTC Participants tendering by book-entry transfer must
execute such tender to the Exchange Agent's account at DTC on or prior to the
Expiration Date. A Holder should transfer existing Certificates into the
Exchange Agent's account at DTC on or prior to the Expiration Date. DTC will
verify such acceptance, execute a book-entry transfer of the tendered
Certificates into the Exchange Agent's account at DTC and then send to the
Exchange Agent a Book-Entry Confirmation, including an Agent's Message
confirming that DTC has received an express acknowledgment from such Holder that
such Holder has received and agrees to be bound by this Letter and that the
Exchange Agent, as Pass Through Trustee, and the Company may enforce this Letter
against such Holder. The Book-Entry Confirmation must be received by the
Exchange Agent in order for the tender relating thereto to be effective.
Book-entry transfer to DTC in accordance with DTC's procedure does not
constitute delivery of the Book-Entry Confirmation to the Exchange Agent.
Holders of Certificates whose certificates for Certificates 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 Certificates pursuant to the guaranteed delivery procedures set
forth in "This Exchange Offer -- Procedures for tendering the old certificates
- -- Guaranteed Delivery" section of the Prospectus. Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution (as defined below),
(ii) prior to the Expiration Date, the Exchange Agent must receive from such
Eligible Institution a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the holder of
Certificates and the amount of Certificates tendered, stating that the tender is
being made thereby and guaranteeing that within three New York Stock Exchange
("NYSE") trading days after the date of execution of the Notice of Guaranteed
Delivery, the certificates for all physically tendered Certificates, or a
Book-Entry Confirmation, as the case may be, and any other documents required by
this Letter will be deposited by the Eligible Institution with the Exchange
Agent, and (iii) the certificates for all physically tendered Certificates, in
proper form for transfer, or Book-Entry Confirmation, as the case may be, and
all other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.
A Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Certificates to
be properly tendered pursuant to the guaranteed delivery procedure, the Exchange
Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration
Date.
As used herein and in the Prospectus, "Eligible Institution" means a firm
or other entity identified in Rule 17Ad-15 under the Exchange Act as "an
eligible guarantor institution" that is a member of a medallion guarantee
program including (as such terms are defined therein) (i) a bank, (ii) a broker,
dealer, municipal securities broker or
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dealer or government securities broker or dealer, (iii) a credit union, (iv) a
national securities exchange, registered securities association or clearing
agency, or (v) a savings association.
THE METHOD OF DELIVERY OF THIS LETTER, THE CERTIFICATES AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDERS, BUT THE
DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE
EXCHANGE AGENT. IF CERTIFICATES ARE SENT BY MAIL, IT IS SUGGESTED THAT THE
MAILING BE MADE SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO PERMIT
DELIVERY TO THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
See "This Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF CERTIFICATES WHO TENDER BY
BOOK-ENTRY TRANSFER).
If less than all of the Certificates evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Certificates to be tendered in the box above entitled
"Description of Certificates -- Principal Amount Tendered." A reissued
certificate representing the balance of nontendered Certificates 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 Certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES OF THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Certificates
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
If any tendered Certificates are owned of record by two or more joint
owners, all such owners must sign this Letter.
If any tendered Certificates are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are different registrations of certificates.
When this Letter is signed by the registered holder of the Certificates
specified herein and tendered hereby, no endorsements of Certificates or
separate bond powers are required. If, however, the New Certificates are to be
issued, or any untendered Certificates are to be reissued, to a person other
than the registered holder, then endorsements of any certificates transmitted
hereby or separate bond powers are required. Signatures on such Certificates
must be guaranteed by an Eligible Institution.
If this Letter is signed by a person other than the registered holder of
any Certificates specified herein, such Certificates must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name of the registered holder appears on the Certificates and the signatures on
such Certificates must be guaranteed by an Eligible Institution.
If this Letter or any Certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Certificates are tendered: (i) by a registered holder
of Certificates (which term, for purposes of the Registered Exchange Offer,
includes any participant in the Book-Entry Transfer Facility system whose name
appears on a security position listing as the holder of such Certificates)
tendered 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 Certificates should indicate in the applicable box
the name and address to which New Certificates issued pursuant to the Registered
Exchange Offer and/or substitute certificates evidencing Certificates not
exchanged are to be issued or sent, if different from the name or address of the
person signing this Letter. In the case of issuance in a different name, the
employer identification or social security number of the person named must also
be indicated. A holder of Certificates tendering Certificates by book-entry
transfer may request that Certificates not exchanged be credited to such account
maintained at DTC as such Holder of Certificates may designate hereon. If no
such instructions are given, such Certificates not exchanged will be returned to
the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Certificates are accepted for exchange must provide the Exchange Agent with such
Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below, which, in the case of a tendering Holder who is an individual, is his or
her social security number. If a tendering Holder does not provide the Exchange
Agent with its current TIN or an adequate basis for an exemption, such tendering
Holder may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt Holders of Certificates (including, among others, all corporations
and certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "Specific
Instructions") for additional instructions. To prevent backup withholding, each
tendering Holder of Certificates must provide its correct TIN by completing the
"Substitute Form W-9" set forth below, certifying that the TIN provided is
correct (or that such Holder is awaiting a TIN) and that (i) the Holder is
exempt from backup withholding, (ii) the Holder has not been notified by the
Internal Revenue Service 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 Certificates is a nonresident
alien or foreign entity not subject to backup withholding, such Holder must give
the Exchange Agent a completed Form W-8, Certificate of Foreign Status. These
forms may be obtained from the Exchange Agent. If the Certificates are in more
than one name or are not in the name of the actual owner, such Holder should
consult the Specific Instructions for information on which TIN to report. If
such Holder does not have a TIN, such Holder should consult the Specific
Instructions for instructions on applying for a TIN, check the box in Part 2 of
the Substitute Form W-9 and write "applied for" in lieu of its TIN. Note:
checking this box and writing "applied for" on the form means that such Holder
has already applied for a TIN or that such Holder intends to apply for one in
the near future. If such Holder does not provide its TIN to the Exchange Agent
within 60 days, backup withholding will begin and continue until such Holder
furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Certificates to it or its order pursuant to the Registered Exchange
Offer. If, however, New Certificates and/or substitute Certificates not
exchanged are to be delivered to, or are to be registered or issued in the name
of, any person other than the registered Holder of the Certificates tendered
hereby, or if tendered Certificates are registered in the name of any person
other than the person signing this Letter, or if a transfer tax is imposed for
any reason other than the transfer of Certificates to the Company or its order
pursuant to the Registered Exchange Offer, the amount of any such transfer taxes
(whether imposed on the registered Holder or any other persons) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted herewith, the amount of such transfer taxes
will be billed directly to such tendering Holder.
Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Certificates specified in this Letter.
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7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Certificates, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Certificates
for exchange. Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Certificates nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES.
Any Holder whose Certificates have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
GIVE FORM TO THE REQUESTER. DO NOT SEND TO THE IRS
SUBSTITUTE FORM W-9 (Instructions)
(REV. NOVEMBER 1999)
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
Please Print or Type Name (if a joint account or you changed your name, see the
Specific Instructions)
______________________________________________________________________________
______________________________________________________________________________
Business name, if different from above. (See Specific Instructions)
Please check the appropriate box:
[ ] Individual/Sole Proprietor [ ] Corporation
[ ] Partnership [ ] Other......
______________________________________________________________________________
Address (number, street, and apt. or suite no.)
______________________________________________________________________________
City, state, and zip code
______________________________________________________________________________
Requester's name and address (optional)
______________________________________________________________________________
List account number(s) (optional)
PART I - TAXPAYER IDENTIFICATION NUMBER
(TIN)
Enter your TIN in the appropriate box. For individuals, this is your
Social Security Number (SSN). However, if you are a resident alien or a sole
proprietor, see the Specific Instructions. For other entities, it is your
employer identification number (EIN). If you do not have a number, see the
Specific Instructions on "How to Get a TIN." NOTE: If the account is in more
than one name, see the chart in the Specific Instructions for guidance on whose
number to enter.
Social Security Number or Employer Identification Number
_________________________________________________________
PART II - FOR PAYEE EXEMPT FROM BACKUP WITHHOLDING
If you are exempt from backup withholding, enter your correct TIN in Part I,
write "Exempt" below and sign and date this form. For further instructions, see
the Specific Instructions.
PART III - CERTIFICATION
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me), and
2. I am not subject to backup withholding because: (a) I am exempt from
backup withholding, or (b) I have not been notified by the Internal
Revenue Service that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified
me that I am no longer subject to backup withholding.
CERTIFICATION INSTRUCTIONS.
You must cross out item 2 above if you have been notified by the IRS that you
are currently subject to backup withholding because you have failed to report
all interest and dividends on your tax return. For real estate transactions,
item 2 does not apply. For mortgage interest paid, acquisition or abandonment of
secured property, cancellation of debt, contributions to an individual
retirement arrangement (IRA), and generally, payment other than interest and
dividends, you are not required to sign the Certification, but you must provide
your correct TIN. (Also, see the Specific Instructions.)
SIGN HERE:
SIGNATURE ____________________________________________ DATE_________________