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EXHIBIT 99.01
RELIANT ENERGY MID-ATLANTIC POWER HOLDINGS, LLC
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
8.554% SERIES A PASS THROUGH 9.237% SERIES B PASS THROUGH 9.681% SERIES C PASS THROUGH
CERTIFICATES DUE 2005 CERTIFICATES DUE 2017 CERTIFICATES DUE 2026
IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED IN EXCHANGE FOR REGISTERED
8.554% SERIES A EXCHANGE PASS 9.237% SERIES B EXCHANGE PASS 9.681% SERIES C EXCHANGE PASS
THROUGH CERTIFICATES DUE 2005 THROUGH CERTIFICATES DUE 2017 THROUGH CERTIFICATES DUE 2026
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EACH EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MARCH ,
2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). OUTSTANDING CERTIFICATES TENDERED
IN SUCH EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE FOR SUCH EXCHANGE OFFER.
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DELIVER TO THE EXCHANGE AGENT:
BANKERS TRUST COMPANY
By Courier: By Mail (registered or certified By Hand:
mail recommended):
BT Services Tennessee, Inc. BT Services Tennessee, Inc. Bankers Trust Company
Corporate Trust & Agency Services Reorganization Unit Attn: Reorganization Department
Reorganization Unit P.O. Box 292737 Receipt & Delivery Window
648 Grossmere Park Road Nashville, TN 37229-2737 123 Washington Street, 1st Floor
Nashville, TN 37211 New York, NY 10006
By Facsimile Transmission (eligible institutions only):
(615) 835-3701
Confirm by Telephone:
(615) 835-3572
Delivery of this instrument to an address other than as set forth above or
transmission of instructions via a facsimile number other than the one listed
above will not constitute a valid delivery. The instructions accompanying this
letter of transmittal should be read carefully before the letter of transmittal
is completed.
The undersigned hereby acknowledges receipt and review of the prospectus
dated , 2001 of Reliant Energy Mid-Atlantic Power Holdings, LLC (the
"Company"), Reliant Energy Maryland Holdings, LLC, Reliant Energy Northeast
Management Company, Reliant Energy Mid-Atlantic Power Services, Inc. and Reliant
Energy New Jersey Holdings, LLC and this letter of transmittal. These two
documents together constitute the Company's offer to exchange its 8.554% Series
A Exchange Pass Through Certificates due 2005, 9.237% Series B Exchange Pass
Through Certificates due 2017 and 9.681% Series C Exchange Pass Through
Certificates due 2026 (collectively, the "Exchange Certificates"), the issuance
of which has been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of its issued and outstanding
8.554% Series A Pass Through Certificates due 2005, 9.237% Series B Pass Through
Certificates due 2017 and 9.681% Series C Pass Through Certificates due 2026
(collectively, the "Original Certificates"), respectively, which offer consists
of separate, independent offers to exchange the
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Exchange Certificates of each series for Original Certificates of that series
(each an "Exchange Offer" and sometimes collectively referred to herein as the
"Exchange Offer").
The Company reserves the right, at various times, to extend the period of
time during which the Exchange Offer for the Original Certificates is open, at
its discretion, in which event the term "Expiration Date" with respect to such
series shall mean the latest date to which such Exchange Offer is extended. The
Company shall notify the Exchange Agent of any extension by oral or written
notice and shall make a public announcement thereof no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
Expiration Date.
This letter of transmittal is to be used by a holder of Original
Certificates of a series (i) if certificates of Original Certificates of such
series are to be forwarded herewith or (ii) if delivery of Original Certificates
is to be made by book-entry transfer to the account maintained by the Exchange
Agent at The Depository Trust Company (the "DTC") pursuant to the procedures set
forth in the prospectus under the caption "The Exchange Offer -- Procedure for
Tendering -- How to Tender Generally") and an "agent's message" is not delivered
as described in the prospectus under the caption "The Exchange
Offer -- Procedures for Tendering -- Tendering Through DTC's Automated Tender
Offer Program." Tenders by book-entry transfer may also be made by delivering an
agent's message in lieu of this letter of transmittal. Holders of Original
Certificates of a series whose Original Certificates are not immediately
available, or who are unable to deliver their Original Certificates, this letter
of transmittal and all other documents required hereby to the Exchange Agent on
or prior to the Expiration Date for the Exchange Offer for that series, or who
are unable to complete the procedure for book-entry transfer on a timely basis,
must tender their Original Certificates according to the guaranteed delivery
procedures set forth in the prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures." See Instruction 2. DELIVERY OF DOCUMENTS TO THE
DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
The term "holder" with respect to the Exchange Offer for Original
Certificates of a series means any person in whose name such Original
Certificates are registered on the books of the Company, any person who holds
such Original Certificates and has obtained a properly completed bond power from
the registered holder or any participant in the DTC system whose name appears on
a security position listing as the holder of such Original Certificates and who
desires to deliver such Original Certificates by book-entry transfer at DTC. The
undersigned has completed, executed and delivered this letter of transmittal to
indicate the action the undersigned desires to take with respect to such
Exchange Offer. Holders who wish to tender their Original Certificates must
complete this letter of transmittal in its entirety (unless such Original
Certificates are to be tendered by book-entry transfer and an agent's message is
delivered in lieu hereof).
Please read the entire letter of transmittal and the prospectus carefully
before checking any box below.
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.
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List below the Original Certificates of each series to which this letter of
transmittal relates. If the space below is inadequate, list the title of the
series, the registered numbers and principal amounts on a separate signed
schedule and affix the list to this letter of transmittal.
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DESCRIPTION OF NOTES TENDERED
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ORIGINAL CERTIFICATE(S) TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S) EXACTLY AS NAMES(S) AGGREGATE PRINCIPAL PRINCIPAL
APPEAR(S) ON ORIGINAL CERTIFICATES REGISTERED AMOUNT REPRESENTED AMOUNT
(PLEASE FILL IN IF BLANK) TITLE OF SERIES* NUMBER(S)** BY CERTIFICATE(S) TENDERED***
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TOTAL
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* Either "8.554% Series A Pass Through Certificates due 2005," "9.237% Series B Pass Through Certificates due 2017" or
"9.681% Series C Pass Through Certificates due 2026."
** Need not be completed by book entry holders.
*** Unless otherwise indicated, any tendering holder of Original Certificates will be deemed to have tendered the entire
aggregate principal amount represented by such Original Certificates. All tenders must be in integral multiples of
$1,000.
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METHOD OF DELIVERY
[ ] CHECK HERE IF TENDERED ORIGINAL CERTIFICATES ARE ENCLOSED HEREWITH.
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL CERTIFICATES ARE
BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY
THE EXCHANGE AGENT WITH THE DTC (FOR USE BY ELIGIBLE INSTITUTIONS ONLY (AS
DEFINED IN INSTRUCTION 2 BELOW)):
Name of Tendering
Institution: --------------------------------------------------------------
DTC Account
Number(s):
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Transaction Code
Number(s): ----------------------------------------------------------------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING IF TENDERED ORIGINAL CERTIFICATES ARE
BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY EITHER ENCLOSED
HEREWITH OR PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT (COPY ATTACHED) (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name(s) of Registered holder(s)
of Original Certificates: -------------------------------------------------
Date of Execution of Notice of
Guaranteed Delivery: ------------------------------------------------------
Window Ticket Number
(if available): -----------------------------------------------------------
Name of Eligible Institution that
Guaranteed Delivery: ------------------------------------------------------
DTC Account Number(s) (if delivered by book entry transfer): --------------
Transaction Code Number(s) (if delivered by book entry transfer): ---------
Name of Tendering Institution (if delivered by book entry transfer): ------
[ ] CHECK HERE AND COMPLETE THE FOLLOWING 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: ------------------------------------------------------------------
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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
Exchange Certificates. If the undersigned is a broker-dealer that will receive
Exchange Certificates for its own account in exchange for Original Certificates
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange 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.
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Subject to the terms and conditions of the Exchange Offer, the undersigned
hereby tenders to the Company for exchange the principal amount of Original
Certificates indicated above. Subject to and effective upon the acceptance for
exchange of the principal amount of Original Certificates of any series tendered
in accordance with this letter of transmittal, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, the Company all right, title and
interest in and to such Original Certificates tendered for exchange hereby. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent the
true and lawful agent and attorney-in-fact for the undersigned (with full
knowledge that said Exchange Agent also acts as the agent for the Company in
connection with the Exchange Offer) with respect to the tendered Original
Certificates with full power of substitution to (i) deliver such Original
Certificates, or transfer ownership of such Original Certificates on the account
books maintained by the DTC to the Company and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Original
Certificates for transfer on the books of the Company and receive all benefits
and otherwise exercise all rights of beneficial ownership of such Original
Certificates, all in accordance with the terms of the Exchange Offer. The power
of attorney granted in this paragraph shall be deemed to be irrevocable and
coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, sell, assign and transfer the
Original Certificates tendered hereby and to acquire the Exchange Certificates
issuable upon the exchange of such tendered Original Certificates, and that the
Company will acquire good, marketable and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim or proxy, when the same are accepted for exchange by the
Company.
The undersigned acknowledges that the Exchange Offer is being made in
reliance upon interpretations set forth in no-action letters issued to third
parties by the staff of the Securities and Exchange Commission (the "SEC"),
including Exxon Capital Holdings Corporation (available May 13, 1988), Morgan
Stanley & Co. Incorporated (available June 5, 1991), Shearman & Sterling
(available July 2, 1983 ) and similar no-action letters (the "Prior No-Action
Letters"), that the Exchange Certificates issued in exchange for the Original
Certificates pursuant to the Exchange Offer may be offered for resale, resold
and otherwise transferred by holders thereof (other than 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 Exchange
Certificates are acquired in the ordinary course of such holders' business and
such holders are not engaging in, do not intend to engage in and have no
arrangement or understanding with any person to participate in a distribution of
such Exchange Certificates. The SEC has not, however, 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.
The undersigned hereby further represents to the Company that (i) any
Exchange Certificates received are being acquired in the ordinary course of
business of the person receiving such Exchange Certificates, and (ii) neither
the holder nor any such other person is an "affiliate," as defined in Rule 405
under the Securities Act, of the Company or, if it is such an affiliate, it will
comply with the registration and prospectus delivery requirements of the
Securities Act to the extent applicable.
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
Exchange Certificates. If the undersigned is a broker-dealer that will receive
Exchange Certificates for its own account in exchange for Original Certificates
that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange 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. The undersigned
acknowledges that if the undersigned is tendering Original Certificates in the
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Exchange Offer with the intention of participating in any manner in a
distribution of the Exchange Certificates (i) the undersigned cannot rely on the
position of the staff of the SEC set forth in the Prior No-Action Letters and,
in the absence of an exemption therefrom, must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Certificates, in which case the
registration statement must contain the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Securities Act and (ii) failure to comply with such requirements in such
instance could result in the undersigned incurring liability under the
Securities Act for which the undersigned is not indemnified by the Company.
The undersigned 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 the Original
Certificates tendered hereby, including the transfer of such Original
Certificates on the account books maintained by the DTC.
For purposes of an Exchange Offer for Original Certificates of a series,
the Company shall be deemed to have accepted for exchange validly tendered
Original Certificates of such series when the Company gives oral or written
notice thereof to the Exchange Agent. Any tendered Original Certificates that
are not accepted for exchange pursuant to such Exchange Offer for any reason
will be returned, without expense, to the undersigned as promptly as practicable
after the Expiration Date for or termination of such Exchange Offer.
All authority conferred or agreed to be conferred by this letter of
transmittal shall survive the death, incapacity or dissolution of the
undersigned, and every obligation of the undersigned under this letter of
transmittal shall be binding upon the undersigned's successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives.
The undersigned acknowledges that the Company's acceptance of properly
tendered Original Certificates pursuant to the procedures described under the
caption "The Exchange Offer -- Procedures for Tendering" in the prospectus and
in the instructions hereto will constitute a binding agreement between the
undersigned and the Company upon the terms and subject to the conditions of the
Exchange Offer.
The Exchange Offer is subject to certain conditions set forth in the
prospectus under the caption "The Exchange Offer -- Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Company), the Company may not be
required to exchange any of the Original Certificates tendered hereby.
Unless otherwise indicated under "Special Issuance Instructions," please
issue the Exchange Certificates issued in exchange for the Original Certificates
accepted for exchange, and return any Original Certificates not tendered or not
exchanged, in the name(s) of the undersigned (or, in the case of a book-entry
delivery of Original Certificates, please credit the account indicated above
maintained at the DTC. Similarly, unless otherwise indicated under "Special
Delivery Instructions," please mail or deliver the Exchange Certificates issued
in exchange for the Original Certificates accepted for exchange and any Original
Certificates issued in exchange for the accompanying documents, as appropriate)
to the undersigned at the address shown below the undersigned's signature(s). In
the event that both "Special Issuance Instructions" and "Special Delivery
Instructions" are completed, please issue the Exchange Certificates issued in
exchange for the Original Certificates accepted for exchange in the name(s) of,
and return any Original Certificates not tendered or not exchanged to, the
person(s) (or account(s)) so indicated. The undersigned recognizes that the
Company has no obligation pursuant to the "Special Issuance Instructions" and
"Special Delivery Instructions" to transfer any Original Certificates from the
name of the registered holder(s) thereof if the Company does not accept for
exchange any of the Original Certificates so tendered for exchange.
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY (i) if Original Certificates in a principal
amount not tendered, or Exchange Certificates issued in exchange for
Original Certificates accepted for exchange, are to be issued in the name
of someone other than the undersigned, or (ii) if Original Certificates
tendered by book-entry transfer which are not exchanged are to be returned
by credit to an account maintained at the DTC other than the DTC Account
Number set forth above. Issue Exchange Certificates and/or Original
Certificates to:
Name
----------------------------------------------------
Address
--------------------------------------------------
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE TYPE OR PRINT)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Original Certificates in a principal amount
not tendered, or Exchange Certificates issued in exchange for Original
Certificates accepted for exchange, are to be mailed or delivered to
someone other than the undersigned, or to the undersigned at an address
other than that shown below the undersigned's signature. Mail or deliver
Exchange Certificates and/or Original Certificates to:
Name
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Address
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(INCLUDE ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(PLEASE TYPE OR PRINT)
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- - Credit unexchanged Original Certificates delivered by book-entry transfer to
the DTC set forth below:
DTC Account Number:
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IMPORTANT
PLEASE SIGN HERE WHETHER OR NOT
ORIGINAL CERTIFICATES ARE BEING PHYSICALLY TENDERED HEREBY
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
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(Signature(s) of Registered Holder(s) of Original Certificates)
Date: ------------------------------ , 2001
(The above lines must be signed by the registered holder(s) of Original
Certificates as your name(s) appear(s) on the Original Certificates or on a
security position listing, or by person(s) authorized to become registered
holder(s) by a properly completed bond power from the registered holder(s), a
copy of which must be transmitted with this letter of transmittal. If Original
Certificates to which this letter of transmittal relate are held of record by
two or more joint holders, then all such holders must sign this letter of
transmittal. If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a fiduciary
or representative capacity, then such person must (i) set forth his or her full
title below and (ii) unless waived by the Company, submit evidence satisfactory
to the Company of such person's authority so to act. See Instruction 5 regarding
the completion of this letter of transmittal, printed below.)
Name(s): -----------------------------------------------------------------------
(Please Type or Print)
Capacity: ----------------------------------------------------------------------
Address: -----------------------------------------------------------------------
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(Include Zip Code)
Area Code and Telephone Number: ------------------------------------------------
Tax Identification or Social Security Number: ----------------------------------
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MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 5)
Certain signatures must be guaranteed by an Eligible Institution.
Signature(s) Guaranteed by an
Eligible Institution:
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(Authorized Signature)
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(Title)
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(Name of Firm)
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(Address, Include Zip Code)
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(Area Code and Telephone Number)
Date:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL CERTIFICATES OR
AGENT'S MESSAGE AND BOOK-ENTRY CONFIRMATIONS. All physically delivered Original
Certificates of a series or any confirmation of a book-entry transfer to the
Exchange Agent's account at the DTC of Original Certificates of a series
tendered by book-entry transfer (a "Book-Entry Confirmation"), as well as a
properly completed and duly executed copy of this letter of transmittal or
facsimile hereof (or an agent's message in lieu hereof), and any other documents
required by this letter of transmittal, must be received by the Exchange Agent
at its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date for the Exchange Offer for such series, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. THE METHOD
OF DELIVERY OF THE TENDERED ORIGINAL CERTIFICATES, THIS LETTER OF TRANSMITTAL
AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT 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 OR CONFIRMED BY THE EXCHANGE AGENT.
INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT THE HOLDER USE AN OVERNIGHT
OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. NO LETTER OF
TRANSMITTAL OR ORIGINAL CERTIFICATES SHOULD BE SENT TO THE COMPANY.
2. GUARANTEED DELIVERY PROCEDURES. Holders who wish to tender their
Original Certificates and (a) whose Original Certificates are not immediately
available, (b) who cannot deliver their Original Certificates, this letter of
transmittal or any other documents required hereby to the Exchange Agent prior
to the applicable Expiration Date or (c) who are unable to comply with the
applicable procedures under the DTC's Automated Tender Offer Program on a timely
basis, must tender their Original Certificates according to the guaranteed
delivery procedures set forth in the prospectus. Pursuant to such procedures:
(i) such tender must be made by or through a firm which is a member of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or a 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 Securities Exchange Act of 1934, as
amended (an "Eligible Institution"); (ii) prior to the applicable Expiration
Date, the Exchange Agent must have received from the Eligible Institution a
properly completed and duly executed notice of guaranteed delivery (by facsimile
transmission, mail or hand delivery) or a properly transmitted agent's message
and notice of guaranteed delivery setting forth the name and address of the
holder of the Original Certificates, the registration number(s) of such Original
Certificates and the total principal amount of Original Certificates tendered,
stating that the tender is being made thereby and guaranteeing that, within
three New York Stock Exchange trading days after such Expiration Date, this
letter of transmittal (or facsimile hereof or an agent's message in lieu hereof)
together with the Original Certificates in proper form for transfer (or a
Book-Entry Confirmation) and any other documents required hereby, will be
deposited by the Eligible Institution with the Exchange Agent; and (iii) this
letter of transmittal (or facsimile hereof or an agent's message in lieu hereof)
together with the certificates for all physically tendered Original Certificates
in proper form for transfer (or Book-Entry Confirmation, as the case may be) and
all other documents required hereby are received by the Exchange Agent within
three New York Stock Exchange trading days after such Expiration Date.
Any holder of Original Certificates who wishes to tender Original
Certificates pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the notice of guaranteed delivery prior
to 5:00 p.m., New York City time, on the applicable Expiration Date. Upon
request of the Exchange Agent, a notice of guaranteed delivery will be sent to
holders who wish to tender their Original Certificates according to the
guaranteed delivery procedures set forth above.
See "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
prospectus.
3. TENDER BY HOLDER. Only a holder of Original Certificates may tender
such Original Certificates in the Exchange Offer. Any beneficial holder of
Original Certificates who is not the registered holder and who wishes to tender
should arrange with the registered holder to execute and deliver this letter of
transmittal on his behalf or must, prior to completing and executing this letter
of transmittal and delivering his Original
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Certificates, either make appropriate arrangements to register ownership of the
Original Certificates in such holder's name or obtain a properly completed bond
power from the registered holder.
4. PARTIAL TENDERS. Tenders of Original Certificates will be accepted only
in integral multiples of $1,000. If less than the entire principal amount of any
Original Certificates is tendered, the tendering holder should fill in the
principal amount tendered in the fifth column of the box entitled "Description
of Original Certificates Tendered" above. The entire principal amount of
Original Certificates delivered to the Exchange Agent will be deemed to have
been tendered unless otherwise indicated. If the entire principal amount of all
Original Certificates is not tendered, then Original Certificates for the
principal amount of Original Certificates not tendered and Exchange Certificates
issued in exchange for any Original Certificates accepted will be returned to
the holder as promptly as practicable after the Original Certificates are
accepted for exchange.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
MEDALLION GUARANTEE OF SIGNATURES. If this letter of transmittal (or facsimile
hereof) is signed by the record holder(s) of the Original Certificates tendered
hereby, the signature(s) must correspond exactly with the name(s) as written on
the face of the Original Certificates without alteration, enlargement or any
change whatsoever. If this letter of transmittal (or facsimile hereof) is signed
by a participant in the DTC, the signature must correspond with the name as it
appears on the security position listing as the holder of the Original
Certificates.
If this letter of transmittal (or facsimile hereof) is signed by the
registered holder(s) of Original Certificates listed and tendered hereby and the
Exchange Certificates issued in exchange therefor are to be issued (or any
untendered principal amount of Original Certificates is to be reissued) to the
registered holder(s), the said holder(s) need not and should not endorse any
tendered Original Certificates, nor provide a separate bond power. In any other
case, such holder(s) must either properly endorse the Original Certificates
tendered or transmit a properly completed separate bond power with this letter
of transmittal, with the signatures on the endorsement or bond power guaranteed
by an Eligible Institution.
If this letter of transmittal (or facsimile hereof) or any Original
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, evidence satisfactory to the Company
of their authority to act must be submitted with this letter of transmittal.
NO SIGNATURE GUARANTEE IS REQUIRED IF (I) THIS LETTER OF TRANSMITTAL (OR
FACSIMILE HEREOF) IS SIGNED BY THE REGISTERED HOLDER(S) OF THE ORIGINAL
CERTIFICATES TENDERED HEREIN (OR BY A PARTICIPANT IN THE DTC WHOSE NAME APPEARS
ON A SECURITY POSITION LISTING AS THE OWNER OF THE TENDERED ORIGINAL
CERTIFICATES) AND THE EXCHANGE CERTIFICATES ARE TO BE ISSUED DIRECTLY TO SUCH
REGISTERED HOLDER(S) (OR, IF SIGNED BY A PARTICIPANT IN THE DTC, DEPOSITED TO
SUCH PARTICIPANT'S ACCOUNT AT THE DTC) AND NEITHER THE BOX ENTITLED "SPECIAL
DELIVERY INSTRUCTIONS" NOR THE BOX ENTITLED "SPECIAL REGISTRATION INSTRUCTIONS"
HAS BEEN COMPLETED, OR (II) SUCH ORIGINAL CERTIFICATES ARE TENDERED FOR THE
ACCOUNT OF AN ELIGIBLE INSTITUTION. IN ALL OTHER CASES, ALL SIGNATURES ON THIS
LETTER OF TRANSMITTAL (OR FACSIMILE HEREOF) MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in the applicable box or boxes, the name and address to which Exchange
Certificates or substitute Original Certificates for principal amounts not
tendered or not accepted for exchange are to be issued or sent, if different
from the name and address of the person signing this letter of transmittal. In
the case of issuance in a different name, the taxpayer identification or social
security number of the person named must also be indicated. Holders tendering
Original Certificates by book entry transfer may request that Original
Certificates not exchanged be credited to such account maintained at the DTC as
such certificateholder may designate hereon. If no such instructions are given,
such Original Certificates not exchanged will be returned to the name and
address (or account number) of the person signing this letter of transmittal.
7. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Original Certificates pursuant to the Exchange
Offer. If, however, Exchange Certificates or Original Certificates for principal
amounts not tendered or accepted for exchange are to be delivered to, or are to
be
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registered or issued in the name of, any person other than the registered holder
of the Original Certificates tendered hereby, or if tendered Original
Certificates are registered in the name of any person other than the person
signing this letter of transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Original Certificates pursuant to 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 of transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder and the Exchange Agent will
retain possession of an amount of Exchange Certificates with a face amount at
least equal to the amount of such transfer taxes due by such tendering holder
pending receipt by the Exchange Agent of the amount of such taxes.
8. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder of any Original Certificates or Exchange Certificates must provide the
Company (as payor) with its correct taxpayer identification number ("TIN"),
which, in the case of a holder who is an individual is his or her social
security number. If the Company is not provided with the correct TIN, the holder
may be subject to a $50 penalty imposed by the Internal Revenue Service and
backup withholding of 31% on interest payments on the Exchange Certificates.
To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the Substitute Form W-9 set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN), and that (i) the holder has not been notified by the Internal Revenue
Service that such holder is subject to backup withholding as a result of failure
to report all interest or dividends or (ii) the Internal Revenue Service has
notified the holder that such holder is no longer subject to backup withholding.
If the Exchange Certificates will be registered in more than one name or will
not be in the name of the actual owner, consult the instructions on Internal
Revenue Service Form W-9, which may be obtained from the Exchange Agent, for
information on which TIN to report.
Certain foreign individuals and entities will not be subject to backup
withholding or information reporting if they submit a Form W-8, signed under
penalties of perjury, attesting to their foreign status. A Form W-8 can be
obtained from the Exchange Agent.
If such holder does not have a TIN, such holder should consult the
instructions on Form W-9 concerning applying for a TIN, check the box in Part 3
of the Substitute Form W-9, write "applied for" in lieu of its TIN and sign and
date the form and the Certificate of Awaiting Taxpayer Identification Number.
Checking this box, writing "applied for" on the form and signing such
certificate means that such holder has already applied for a TIN or that such
holder intends to apply for one in the near future. If such holder does not
provide its TIN to the Company within 60 days, backup withholding will begin and
continue until such holder furnishes its TIN to the Company.
The Company reserves the right in its sole discretion to take whatever
steps are necessary to comply with the Company's obligations regarding backup
withholding.
9. VALIDITY OF TENDERS. All questions as to the validity, form,
eligibility, time of receipt, acceptance and withdrawal of tendered Original
Certificates 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 Original Certificates not properly tendered or any
Original Certificates the Company's acceptance of which might, in the opinion of
the Company's counsel, be unlawful. The Company also reserves the absolute right
to waive any conditions of the Exchange Offer or defects or irregularities of
tenders as to particular Original Certificates. The Company's interpretation of
the terms and conditions of the Exchange Offer (including this letter of
transmittal and the instructions hereto) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Original Certificates must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall be
under any duty to give notification of defects or irregularities with respect to
tenders of Original Certificates nor shall any of them incur any liability for
failure to give such notification.
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10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive, in whole or part, any of the conditions to the Exchange Offer set forth
in the prospectus.
11. NO CONDITIONAL TENDER. No alternative, conditional, irregular or
contingent tender of Original Certificates will be accepted.
12. MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL CERTIFICATES. Any holder
whose Original Certificates have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions. This letter of transmittal and related documents cannot be
processed until the procedures for replacing lost, stolen or destroyed Original
Certificates have been followed.
13. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for assistance
or for additional copies of the prospectus or this letter of transmittal may be
directed to the Exchange Agent at the address or telephone number set forth on
the cover page of this letter of transmittal. Holders may also contact their
broker, dealer, commercial bank, trust company or other nominee for assistance
concerning the Exchange Offer.
14. WITHDRAWAL. Tenders may be withdrawn only pursuant to the limited
withdrawal rights set forth in the prospectus under the caption "The Exchange
Offer -- Withdrawal of Tenders."
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE HEREOF OR
AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE ORIGINAL CERTIFICATES
DELIVERED BY BOOK-ENTRY TRANSFER OR IN ORIGINAL HARD COPY FORM) MUST BE RECEIVED
BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY
THE EXCHANGE AGENT, PRIOR TO THE EXPIRATION DATE.
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- ------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN
FORM W-9 IN THE BOX AT RIGHT AND CERTIFY ------------------------------
BY SIGNING AND DATING BELOW. Social Security Number
OR
------------------------------
Employer Identification Number
- ------------------------------------------------------------------------------------------------------------
PART 2--CERTIFICATION--Under
penalties of perjury, I certify PART 3--
that:
(1) the number shown on this Awaiting TIN [ ]
form is my correct Taxpayer
Identification Number (or I
have checked the box in part
3 and executed the
certificate of awaiting
taxpayer identification
number below) and
(2) I am not subject to back Please Complete the
withholding either because I Certificate of Awaiting
------------------------------ have not been notified by Taxpayer Identification
Name the Internal Revenue Service Number below.
("IRS") that I am subject to
backup withholding as a
- ------------------------------ result of failure to report
Address (Number and Street) all interest or dividends,
or because the IRS has
notified me that I am no
- ------------------------------ longer subject to backup
City, State and Zip Code withholding.
-------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--You must cross out item (2) in Part 2
above if you have been notified by the IRS that you are subject to
DEPARTMENT OF THE backup withholding because of underreporting interest or dividends
TREASURY INTERNAL on your tax return. However, if after being notified by the IRS
REVENUE SERVICE that you are subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to
PAYOR'S REQUEST FOR backup withholding, do not cross out item (2).
TAXPAYER IDENTIFICATION
NUMBER (TIN) SIGNATURE _____________________________ DATE____________________, 2001
- ------------------------------------------------------------------------------------------------------------
FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU WITH RESPECT
TO THE EXCHANGE CERTIFICATES.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF THE 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 to the payor within 60 days, 31% of all reportable payments
made to me thereafter will be withheld until I provide a number.
, 2001
- -------------------------------------------- ------------------------------------------
Signature Date
- ------------------------------------------------------------------------------------------------------------
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