EXHIBIT 99(a)
LETTER OF TRANSMITTAL
CONSUMERS ENERGY COMPANY
OFFER TO EXCHANGE
4.25% FIRST MORTGAGE BONDS DUE 2008, SERIES C
5.375% FIRST MORTGAGE BONDS DUE 2013, SERIES D
4.00% FIRST MORTGAGE BONDS DUE 2010, SERIES F
4.80% FIRST MORTGAGE BONDS DUE 2009, SERIES H
6.00% FIRST MORTGAGE BONDS DUE 2014, SERIES J
FOR ANY AND ALL OUTSTANDING
4.25% FIRST MORTGAGE BONDS DUE 2008, SERIES A
5.375% FIRST MORTGAGE BONDS DUE 2013, SERIES B
4.00% FIRST MORTGAGE BONDS DUE 2010, SERIES E
4.80% FIRST MORTGAGE BONDS DUE 2009, SERIES G
6.00% FIRST MORTGAGE BONDS DUE 2014, SERIES I
THIS EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON 2004 UNLESS THE OFFER IS EXTENDED
JPMORGAN CHASE BANK
(the "Exchange Agent")
<Table>
<Caption>
By Certified or Registered Mail: By Overnight Courier or Hand:
JPMorgan Chase Bank JPMorgan Chase Bank
Institutional Trust Services Institutional Trust Services
P.O. Box 2320 2001 Bryan Street, 9th Floor
Dallas, Texas 75221-2320 Dallas, Texas 75201
Attention: Beth Mullin Attention: Beth Mullin
</Table>
Facsimile Transmission Number:
(214) 468-6494
(Eligible Institutions Only)
Confirm By Telephone:
(214) 468-6464
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONES LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned hereby acknowledges receipt of the prospectus dated
, 2004 (the "Prospectus") of Consumers Energy Company (the "Company")
and this Letter of Transmittal, which together constitute the Company's offer
(the "Exchange Offer") to exchange $1,000 principal amount of its 4.25% First
Mortgage Bonds due 2008, Series C; 5.375% First Mortgage Bonds due 2013, Series
D; 4.00% First Mortgage Bonds due 2010, Series F; 4.80% First Mortgage Bonds due
2009, Series H; and 6.00% First Mortgage Bonds due 2014, Series J (the "new
bonds"), 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 each $1,000 principal amount 4.25% First Mortgage
Bonds due 2008, Series A; 5.375% First Mortgage Bonds due 2013, Series B; 4.00%
First Mortgage Bonds due 2010, Series E; 4.80% First Mortgage Bonds due 2009,
Series G; and 6.00% First Mortgage Bonds due 2014, Series I (the "old bonds"),
respectively. The term "Expiration Date" shall mean 5:00 p.m., New York City
time, on , 2004 unless the Company, in its reasonable judgment,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
List on the next page the old bonds to which this Letter of Transmittal
relates. If the space indicated is inadequate, the Certificate of Registration
Numbers and Principal Amounts should be listed on a separately signed schedule
affixed hereto.
<Table>
<Caption>
- ---------------------------------------------------------------------------
DESCRIPTION OF OLD BONDS TENDERED HEREBY
- ---------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES)
OF REGISTERED OWNER(S)
(PLEASE FILL IN)
- ---------------------------------------------------------------------------
AGGREGATE
CERTIFICATE OR PRINCIPAL AMOUNT PRINCIPAL
REGISTRATION REPRESENTED BY AMOUNT
NUMBER(S)* OLD BONDS TENDERED**
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
Total
- ---------------------------------------------------------------------------
* Need not be completed by Book-Entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered
the Full Aggregate Principal Amount represented by such old bonds. All
Tenders must be in integral multiples of $1,000.
- ---------------------------------------------------------------------------
</Table>
This Letter of Transmittal is to be used (i) if certificates of old bonds
are to be forwarded herewith, (ii) if delivery of old bonds is to be made by
book-entry transfer to an account maintained by the Exchange Agent at The
Depository Trust Company (the "Depository"), pursuant to the procedures set
forth in "The Exchange Offer -- Procedures for Tendering" in the Prospectus or
(iii) if tender of the old bonds is to be made according to the guaranteed
delivery procedures described in the Prospectus under the caption "The Exchange
Offer -- Guaranteed Delivery Procedures." See Instruction 2. DELIVERY OF
DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
2
The term "Holder" with respect to the Exchange Offer means any person in
whose name old bonds are registered on the books of the Company or any other
person who has obtained a properly completed bond power from the registered
holder. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their old bonds must complete
this letter in its entirety.
[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DEPOSITORY AND
COMPLETE THE FOLLOWING:
Name of Tendering
Institution
---------------------------------------------------------------------
[ ] The Depository Trust Company
Account
Number
------------------------------------------------------------------------
Transaction Code
Number
--------------------------------------------------------------------------
Holders whose old bonds are not immediately available or who cannot deliver
their old bonds and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date must tender their old bonds according to the
guaranteed delivery procedure set forth in the Prospectus under the caption "The
Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2.
[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered
Holder(s)
-----------------------------------------------------------------------
Name of Eligible Institution that Guaranteed
Delivery
------------------------------------------------------------------------
If delivery by book-entry transfer:
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.
Name
----------------------------------------------------------------------------
Address
-------------------------------------------------------------------------
3
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 Company the principal amount of the old bonds
indicated above. Subject to, and effective upon, the acceptance for exchange of
such old bonds 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 bonds 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 the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
said Exchange Agent acts as the agent of the Company in connection with the
Exchange Offer) to cause the old bonds to be assigned, transferred and
exchanged. The undersigned represents and warrants that it has full power and
authority to tender, exchange, 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 Company will acquire good and
unencumbered title to the tendered old bonds, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim.
The undersigned represents to the Company that (A) it is not an affiliate
of the Company, (B) it is not engaged in, and does not intend to engage in, and
has no arrangement or understanding with any person to participate in, a
distribution of the new bonds to be issued in the Exchange Offer and (C) it is
acquiring the new bonds in its ordinary course of business. If the undersigned
or the person receiving the new bonds covered hereby is a broker-dealer that is
receiving the 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,
the undersigned acknowledges that it or such other person will deliver a
prospectus in connection with any resale of such new bonds; 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 acknowledges that, if they are
participating in the Exchange Offer for the purpose of distributing the new
bonds, (i) they cannot rely on the position of the staff of the Securities and
Exchange Commission enunciated in Exxon Capital Holdings Corporation (available
May 13, 1988) as interpreted in the Securities and Exchange Commission's letter
to Shearman & Sterling dated July 2, 1993, Morgan Stanley & Co., Incorporated
(available June 5, 1991), Warnaco, Inc. (available June 5, 1991), and Epic
Properties, Inc. (available October 21, 1991 or similar 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 and (ii) failure to comply with such requirements in such
instance could result in the undersigned or any such other person incurring
liability under the Securities Act for which such persons are not indemnified by
the Company. If the undersigned or the person receiving the new bonds 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 undesigned
understands and acknowledges that such new bonds 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.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered old bonds or transfer ownership of such old bonds on the account books
maintained by a book-entry facility. The undersigned further agrees that
acceptance of any tendered old bonds by the Company and the issuance of new
bonds in exchange therefor shall constitute performance in full by the Company
of its obligations under the Registration Rights Agreements and that the Company
shall have no further obligations or liabilities thereunder for the registration
of the old bonds or the new bonds.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer -- Conditions." 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 bonds tendered hereby
and, in such event, the old bonds not exchanged will be returned to the
undersigned at the address shown below the signature of the undersigned.
4
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned. Tendered old bonds may be withdrawn at any time
prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all new bonds delivered in exchange for
tendered old bonds, and any old bonds 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. If an
Exchange Note is to be issued to a person other than the person(s) signing this
Letter of Transmittal, or if the Exchange Note is to be mailed to someone other
than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address different than the address
shown on this Letter of Transmittal, the appropriate boxes of this Letter of
Transmittal should be completed. If old bonds are surrendered by Holder(s) that
have completed either the box entitled "Special Registration Instructions" or
the box entitled "Special Delivery Instructions" in this Letter of Transmittal,
signature(s) on this Letter of Transmittal must be Medallion Guaranteed by an
Eligible Institution (defined in Instruction 2).
SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the new bonds are to be issued in the name of someone
other than the undersigned.
Name
---------------------------------------------------------------------------
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Book-Entry Transfer Facility Account:
- --------------------------------------------------------------------------------
Employee Identification or Social Security Number:
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the new bonds are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown under
"Description of Old Bonds Tendered Hereby."
Name
---------------------------------------------------------------------------
Address
------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE)
5
(REGISTERED HOLDER(S) OF OLD BONDS SIGN HERE)
(IN ADDITION, COMPLETE SUBSTITUTE FORM W-9 BELOW)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(SIGNATURE(S) OF REGISTERED HOLDER(S))
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
old bonds or on a security position listing as the owner of the old bonds or by
person(s) authorized to become registered holder(s) by properly completed bond
powers transmitted herewith. If signature is by attorney-in-fact, trustee,
executor, administrator, guardian, officer of a corporation or other person
acting in a fiduciary capacity, please provide the following information.
(Please print or type):
Name and Capacity (full title):
------------------------------------------------
Address (including zip code):
----------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
Taxpayer Identification or Social Security No.:
--------------------------------
Dated: -----------------------------------
MEDALLION GUARANTEE
(IF REQUIRED -- SEE INSTRUCTION 4)
Authorized Signature:
--------------------------------------------------------
(SIGNATURE OF REPRESENTATIVE OF MEDALLION GUARANTOR)
Name and Title:
--------------------------------------------------------------
Name of Plan:
----------------------------------------------------------------
Area Code and Telephone Number:
------------------------------------------------
(PLEASE PRINT OR TYPE)
Dated: -----------------------------------
6
<Table>
<Caption>
- ----------------------------------------------------------------------------------------
PAYOR'S NAME: JPMORGAN CHASE BANK
- ----------------------------------------------------------------------------------------
PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND
SUBSTITUTE FORM W-9 CERTIFY BY SIGNING AND DATING BELOW.
---------------------------------------------
DEPARTMENT OF THE TREASURY Social Security Number or
INTERNAL REVENUE SERVICE ---------------------------------------------
Employer Identification Number (If awaiting TIN write
'Applied For')
------------------------------------------------------------
PART II -- FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING, SEE
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 AND COMPLETE AS
INSTRUCTED THEREIN.
------------------------------------------------------------
CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or 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 ("IRS") 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 within
60 days, 28% of all reportable payments made to me will
be withheld until I provide a number, and
PAYER'S REQUEST FOR
TAXPAYER IDENTIFICATION
NUMBER (TIN)
(2) I am not subject to backup withholding either because
(a) I am exempt from backup withholding, (b) I have not been
notified by 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) I am a U.S. person (including a U.S. resident alien).
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. (Also see instructions in the enclosed Guidelines.)
SIGNATURE OF U.S. PERSON
------------------------------------------------------
DATE ------------------------------ , 2004
- ----------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. All physically
delivered old bonds or confirmations of any book-entry transfer to the Exchange
Agent's account at a book-entry transfer facility of old bonds tendered by book-
entry transfer, as well as a properly completed and duly executed copy of this
Letter of Transmittal or facsimile 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 (as defined in the
Prospectus). The method of delivery of this Letter of Transmittal, the old bonds
and any other required documents is at the election and risk of the Holder, and
except as otherwise provided below, the delivery will be deemed made only when
actually received by the Exchange Agent. If such delivery is by mail, it is
suggested that registered mail with return receipt requested, properly insured,
be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the old bonds for exchange.
Delivery to an address other than as set forth herein, or instructions via
a facsimile number other than the ones set forth herein, will not constitute a
valid delivery.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their old bonds,
but whose old bonds are not immediately available and thus cannot deliver their
old bonds, the Letter of Transmittal or any other required documents to the
Exchange Agent (or comply with the procedures for book-entry transfer) on or
prior to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities Dealers,
Inc., a commercial bank or trust company having an office or correspondent
in the United States or an "eligible guarantor institution" within the
meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder, the registration
number(s) of such old bonds and the principal amount of old bonds tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after the Expiration Date, the
Letter of Transmittal (or facsimile thereof), together with the old bonds
(or a confirmation of book-entry transfer of such old bonds into the
Exchange Agent's account at the Depository) and any other documents
required by the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered old bonds in proper form for
transfer (or a confirmation of book-entry transfer of such old bonds into
the Exchange Agent's account at the Depository) and all other documents
required by the Letter of Transmittal, are received by the Exchange Agent
within three New York Stock Exchange trading days after the Expiration
Date.
Any Holder who wishes to tender old bonds pursuant to the guaranteed
delivery procedures described above must ensure that the Exchange Agent receives
the Notice of Guaranteed Delivery relating to such old bonds prior to the
Expiration Date. Failure to complete the guaranteed delivery procedures outlined
above will not, of itself, affect the validity or effect a revocation of any
Letter of Transmittal form properly completed and executed by a Holder who
attempted to use the guaranteed delivery procedures.
3. PARTIAL TENDERS; WITHDRAWALS. If less than the entire principal amount of
old bonds evidenced by a submitted certificate is tendered, the tendering Holder
should fill in the principal amount tendered in the column entitled "Principal
Amount Tendered" of the box entitled "Description of Old Bonds Tendered Hereby."
A newly issued old bond for the principal amount of old bonds submitted but not
tendered will be sent to such Holder as soon as practicable after the Expiration
Date. All old bonds delivered to the Exchange Agent will be deemed to have been
tendered in full unless otherwise indicated.
8
Old bonds tendered pursuant to the Exchange Offer may be withdrawn at any
time prior to the Expiration Date, after which tenders of old bonds are
irrevocable. To be effective, a written telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Exchange Agent. Any such
notice of withdrawal must (i) specify the name of the person having deposited
the old bonds to be withdrawn (the "Depositor"), (ii) identify the old bonds to
be withdrawn (including the registration number(s) and principal amount of such
old bonds or, in the case of old bonds transferred by book-entry transfer, the
name and number of the account at the Depository 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 Medallion Guarantees) or be accompanied
by documents of transfer sufficient to have the Trustee with respect to the old
bonds register the transfer of such old bonds into the name of the person
withdrawing the tender and (iv) specify the name in which any such old bonds are
to be 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 bonds so withdrawn will be deemed not to have
been validly tendered 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 which have been tendered but which are not accepted
for exchange, will be returned to the Holder thereof without cost to such
Holder, or will be credited to an account maintained with the Depository, as
soon as practicable after withdrawal, rejection of tender or termination of
Exchange Offer.
4. SIGNATURE ON THIS LETTER OF TRANSMITTAL; WRITTEN INSTRUMENTS AND
ENDORSEMENTS; MEDALLION GUARANTEE. If this Letter of Transmittal is signed by
the registered Holder(s) of the old bonds tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificates without
alteration or enlargement or any change whatsoever. If this Letter of
Transmittal is signed by a participant in the Depository, the signature must
correspond with the name as it appears on the security position listing as the
owner of the old bonds.
If any of the old bonds tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If a number of old bonds registered in different names is tendered, it will
be necessary to complete, sign and submit as many separate copies of this Letter
of Transmittal as there are different registrations of old bonds.
Signatures on this Letter of Transmittal or on a notice of withdrawal, as
the case may be, must be Medallion Guaranteed by an Eligible Institution unless
the old bonds tendered hereby are tendered (i) by a registered Holder who has
not completed the box entitled "Special Registration Instructions" or "Special
Delivery Instructions" on the Letter of Transmittal or (ii) for the account of
an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or Holders
of old bonds (which term, for the purposes described herein, shall include a
participant in the Depository whose name appears on a security listing as the
owner of the old bonds) listed and tendered hereby, no endorsements of the
tendered old bonds or separate written instruments of transfer or exchange are
required. In any other case, the registered Holder (or acting Holder) must
either properly endorse the old bonds or transmit properly completed bond powers
with this Letter of Transmittal (in either case, executed exactly as the name(s)
of the registered Holder(s) appear(s) on the old bonds, and, with respect to a
participant in the Depository whose name appears on a security position listing
as the owner of old bonds, exactly as the name of the participant appears on
such security position listing), with the signature on the old bonds or bond
power guaranteed by an Eligible Institution (except where the old bonds are
tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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.
5. SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable box, the name and address (or account at the
Depository) in which the new bonds or substitute old bonds for principal amounts
not tendered or not accepted for exchange are to be issued (or deposited), if
different from the names and addresses or accounts of the person signing this
Letter of Transmittal. In the case of issuance in a different name, the
9
employer identification number or social security number of the person named
must also be indicated and the tendering Holder should complete the applicable
box.
If no instructions are given, the new bonds (and any old bonds not tendered
or not accepted) will be issued in the name of and sent to the acting Holder of
the old bonds or deposited at such Holder's account at the Depository.
6. TRANSFER TAXES. The Company shall pay all transfer taxes, if any, applicable
to the transfer and exchange of old bonds to it or its order pursuant to the
Exchange Offer. If a transfer tax is imposed for any other reason other than the
transfer and exchange of old bonds to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered Holder or any other person) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exception therefrom is not
submitted herewith, the amount of such transfer taxes will be collected from the
tendering Holder by the Exchange Agent.
Except as provided in this Instruction 6, it will not be necessary for
transfer stamps to be affixed to the old bonds listed in this Letter of
Transmittal.
7. WAIVER OF CONDITIONS. The Company reserves the right, in its reasonable
judgment, to waive, in whole or in part, any of the conditions to the Exchange
Offer set forth in the Prospectus.
8. 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.
9. 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 of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth above. In addition, all questions
relating to the Exchange Offer, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to
Consumers Energy Company, One Energy Plaza, Jackson, Michigan 49201-2276,
Attention: Chief Financial Officer, telephone (517) 788-0550.
10. VALIDITY AND FORM. All questions as to the validity, form, eligibility
(including time of receipt), acceptance of tendered old bonds and withdrawal of
tendered old bonds 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 bonds not properly tendered or any old bonds the
Company's acceptance of which would, in the opinion of counsel for the Company,
be unlawful. The Company also reserves the right, in its reasonable judgment, to
waive any defects, irregularities or conditions of tender as to particular old
bonds. The Company's interpretation of the terms and conditions of the Exchange
Offer (including the instructions in this Letter of Transmittal) will be final
and binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of old bonds must be cured within such time as the
Company shall determine. Although the Company intends to notify Holders of
defects or irregularities with respect to tenders of old bonds, neither the
Company, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of old bonds will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any old bonds 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 Holder as soon as practicable
following the Expiration Date.
10
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering old bonds is required to
provide the Exchange Agent with such Holder's correct TIN on the Substitute Form
W-9 above. If such Holder is an individual, the TIN is the Holder's social
security number. The Certificate of Awaiting Taxpayer Identification Number
should be completed if the tendering Holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future. If the
Exchange Agent is not provided with the correct TIN, the Holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to such Holder with respect to tendered old bonds may be subject
to backup withholding of 28%.
Certain Holders (including, among others, all domestic corporations) 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 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
28% of any amounts otherwise payable to the Holder. Backup withholding is not an
additional tax. Rather, the 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a Holder with
respect to old bonds tendered for exchange, the Holder is required to notify the
Exchange Agent of his or her correct TIN by completing the form herein
certifying that the TIN provided on Substitute Form W-9 is correct (or that such
Holder is awaiting a TIN) and that the Holder is not subject to backup
withholding because either (i) each Holder is exempt from backup withholding,
(ii) such Holder has not been notified by the Internal Revenue Service that he
or she is subject to backup withholding as a result of failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified such
Holder that he or she is no longer subject to backup withholding and that the
Holder is a U.S. person.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the old
bonds. If old bonds are in more than one name or are not in the name of the
actual Holder, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidance on which
number to report. If the tendering Holder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
Holder should write "Applied For" in the space provided for the TIN in Part I,
and sign and date the Substitute Form W-9. If "Applied For" is written in Part I
and the Depositary is not provided with a TIN within 60 days, the Depositary
will withhold 28% of all payments of the purchase price to such stockholder
until a TIN is provided to the Depositary.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER WITH
OLD BONDS OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS) OR A NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR PRIOR TO THE EXPIRATION DATE.
11