EXHIBIT 99.1
PPL ENERGY SUPPLY, LLC
----------
LETTER OF TRANSMITTAL
PPL Energy Supply is offering to issue its
SENIOR NOTES,6.40% EXCHANGE SERIES A DUE 2011
(REGISTERED)
in exchange for its
SENIOR NOTES, 6.40% SERIES A DUE 2011
(UNREGISTERED)
PURSUANT TO THE PROSPECTUS, DATED ______________, 2002
- --------------------------------------------------------------------------------
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON
_______________, 2002 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
Delivery To:
JPMORGAN CHASE BANK, AS EXCHANGE AGENT
By Registered or Certified Mail, Overnight Courier or Hand:
JPMorgan Chase 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 Letter of Transmittal to an address other than as
set-forth above, or transmission of this Letter of Transmittal via facsimile
other than as set forth above, will not constitute a valid delivery of this
Letter of Transmittal.
The undersigned acknowledges that he or she has received and reviewed a
prospectus, dated ______________, 2002 (the "Prospectus"), of PPL Energy Supply,
LLC, a Delaware limited liability company (the "Company"), and this letter of
transmittal (the "Letter of Transmittal"), which together constitute the
Company's offer (the "Exchange Offer") to issue an aggregate principal amount of
up to $500,000,000 of its Senior Notes, 6.40% Exchange Series A due 2011 (the
"New Notes"), which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), in exchange for a like principal amount of
issued and outstanding Senior Notes, 6.40% Series A due 2011 (the "Old Notes"
and, together with the New Notes, the "Notes"), which were not so registered.
Capitalized terms used but not defined herein have the meanings given to them in
the Prospectus.
In order for any Holder (as herein defined) of Old Notes to tender all or
any portion of such Old Notes, the Exchange Agent must receive either this
Letter of Transmittal completed by such Holder or an Agent's Message (as
hereinafter defined) with respect to such Holder. Certificates for Old Notes are
to be forwarded herewith or, if a tender of Old Notes is to be made by
book-entry transfer, the tender should be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures set forth in the Prospectus under "The Exchange Offer
- -- Procedures for Tendering - Registered Holders and DTC Participants." Holders
of Old Notes whose certificates are not immediately available, or who are unable
to deliver their certificates or confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at DTC (a "Book-Entry Confirmation")
and all other documents required by this Letter of Transmittal to the Exchange
Agent on or prior to the Expiration Date, must tender their Old Notes according
to the guaranteed delivery procedures set forth in "The Exchange Offer --
Procedures for Tendering - Registered Holders and DTC Participants" section of
the Prospectus. See Instruction 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
By causing Old Notes to be credited to the Exchange Agent's account at DTC
in accordance with DTC's procedures for transfer, including the transmission by
DTC of an Agent's Message to the Exchange Agent, the DTC participant will be
deemed to confirm, on behalf of itself and the beneficial owners of such Old
Notes, all provisions of this Letter of Transmittal applicable to it and such
beneficial owners as fully as if it had completed the information required
herein and executed and delivered this Letter of Transmittal to the Exchange
Agent. As used herein, the term "Agent's Message" means a message,
electronically transmitted by DTC to and received by the Exchange Agent, and
forming a part of the Book-Entry Confirmation, which states that DTC has
received an express acknowledgement from a Holder of Old Notes stating that such
Holder has received and agrees to be bound by, and makes each of the
representations and warranties contained in, this Letter of Transmittal and,
further, that such Holder agrees that the Company may enforce this Letter of
Transmittal against such Holder.
The term "Holder", as used in this Letter of Transmittal, means any of (a)
any person in whose name Old Notes are registered on the books of the Company,
(b) any other person who has obtained a properly completed bond power from the
registered Holder, and (c) any DTC participant whose Old Notes are held of
record by DTC. Holders who wish to tender their Old Notes must complete this
Letter of Transmittal in its entirety or must cause an Agent's Message to be
transmitted.
Any other beneficial owner whose Old Notes are registered in the name of a
broker or other nominee and who wishes to tender should contact such broker or
nominee promptly and instruct such broker or nominee to tender on behalf of the
beneficial owner. If the beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter of
Transmittal and delivering its Old Notes, either make appropriate arrangements
to register ownership of the Old Notes in such beneficial owner's name or obtain
a properly completed bond power from the registered Holder of the Old Notes. The
transfer of registered ownership may take considerable time.
2
Complete the appropriate boxes below to indicate the Old Notes to which
this Letter of Transmittal relates and the action the undersigned desires to
take with respect to the Exchange Offer. If the space provided below is
inadequate, the certificate numbers and principal amount of Old Notes should be
listed on a separate signed schedule affixed hereto.
- ---------------------------------------------------------- ----------------- -------------------- --------------------
DESCRIPTION OF OLD NOTES 1 2 3
- ---------------------------------------------------------- ----------------- -------------------- --------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL AMOUNT
NUMBER(S)* PRINCIPAL AMOUNT OF TENDERED**
(PLEASE FILL IN, IF BLANK) OLD NOTE(S)
- ---------------------------------------------------------- ----------------- -------------------- --------------------
----------------- -------------------- --------------------
----------------- -------------------- --------------------
----------------- -------------------- --------------------
TOTAL
- ----------------------------------------------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in the column, a Holder will be deemed to have
tendered ALL of the Old Notes represented by the Old Notes indicated in column
2. See Instruction 2. Old Notes tendered hereby must be in minimum denominations
of principal amount of $100,000 and integral multiples of $1,000 thereof. See
Instruction 1.
- --------------------------------------------------------------------------------
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
--------------------------------------------------
Account Number:
-----------------------------------------------------------------
Transaction Code Number:
--------------------------------------------------------
[_] CHECK HERE IF TENDERED OLD NOTES 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 DELIVERY BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number Transaction Code Number
------------------------ ----------------
Name of Tendering Institution
---------------------------------------------------
[_] CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
-----------------------------------------------------------------------
Address:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
3
TENDER OF OLD NOTES
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes 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 Old Notes as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact with full power of substitution, for
purposes of delivering this Letter of Transmittal and the Old Notes to the
Company. The Power of Attorney granted in this paragraph shall be deemed
irrevocable from and after the Expiration Date and coupled with an interest. The
undersigned hereby acknowledges its full understanding that the Exchange Agent
also performs functions as agent of the Company.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
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 and warrants that any New Notes acquired
in exchange for Old Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such New Notes, whether or
not such person is the undersigned, that neither the Holder of such Old Notes
nor any such other person is engaged or intends to engage in, or has an
arrangement or understanding with any person to participate in, the distribution
(within the meaning of the Securities Act) of such New Notes and that neither
the Holder of such Old Notes 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 Exchange Offer is being made by
the Company in reliance on an interpretation by the staff of the Securities and
Exchange Commission (the "SEC"), as set forth in no-action letters issued to
third parties, that the New Notes issued in exchange for the Old Notes 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 New Notes are acquired in
the ordinary course of such Holders' business and that such Holders have no
arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of such New Notes. The undersigned represents
that it has no arrangement or understanding with any person to participate in a
distribution (within the meaning of the Securities Act) of New Notes and, if
such Holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, a distribution (within the meaning of the Securities Act)
of such New Notes.
If the undersigned is a broker-dealer that will receive New Notes for its
own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; 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 Company has
agreed that, subject to the provisions of the registration rights agreement, the
Prospectus may be used by such participating broker-dealer for a period of 180
days after the consummation of the Exchange Offer. By acceptance of the Exchange
Offer, each participating broker-dealer that will receive New Notes for its own
account pursuant to the Exchange Offer agrees that, upon receipt of notice from
the Company of the happening of any event which makes any statement in the
Prospectus untrue in any material respect or requires the making of any changes
in the Prospectus in order to make the statements therein not misleading (which
notice the Company agrees to deliver promptly to such broker-dealer), such
broker-dealer will suspend use of the Prospectus until the Company has amended
or supplemented the Prospectus to correct such misstatement or omission and have
furnished copies of the amended or supplemental Prospectus to such broker
dealer. The undersigned acknowledges that in reliance on an interpretation by
the staff of the SEC, a broker-dealer may fulfill its prospectus delivery
requirements with respect to the New Notes (other than a resale of New Notes
received in exchange for an unsold allotment of Old Notes purchased directly
from the Company) with the Prospectus which constitutes part of this Exchange
Offer.
5
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 sale, assignment and transfer of the Old Notes
tendered hereby. All authority conferred or agreed to be conferred in this
Letter of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of the undersigned and shall not be
affected by, and shall survive, the death or incapacity of the undersigned. This
tender may be withdrawn only in accordance with the procedures set forth in "The
Exchange Offer -- Withdrawal of Tenders of Old Notes" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please issue the New Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not tendered or exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, 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 Notes (and, if applicable, substitute
certificates representing Old Notes for any Old Notes not exchanged) to the
undersigned at the address shown below in the box entitled "Description of Old
Notes."
The Company will be deemed to have accepted validly tendered Old Notes
when, as and if the Company shall have given oral (promptly confirmed in
writing) or written notice of acceptance to the Exchange Agent.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
5
- --------------------------------------------------------- ------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4) (SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not To be completed ONLY if certificates for Old Notes
exchanged and/or New Notes are to be issued in the name not exchanged and/or New Notes are to be sent to
of someone other than the person or persons whose someone other than the person or persons whose
signature(s) appear(s) below on this Letter of signature(s) appear(s) on this Letter below or to
Transmittal, or if Old Notes delivered by book-entry such person or persons at an address other than
transfer which are not accepted for exchange are to be shown in the box entitled "Description of Old Notes"
returned by credit to an account maintained at DTC on this Letter above.
other than the account indicated above.
Issue: New Notes and/or Old Notes to:
Mail: New Notes and/or Old Notes to:
Name(s) Name(s)
------------------------------------------ ------------------------------------------
(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
- --------------------------------------------------------- ------------------------------------------------------
(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
Address Address
------------------------------------------ ------------------------------------------
- --------------------------------------------------------- ------------------------------------------------------
- --------------------------------------------------------- ------------------------------------------------------
(ZIP CODE) (ZIP CODE)
Employer Identification Number
or Social Security Number
---------------------
(COMPLETE SUBSTITUTE FORM W-9)
[_] Credit unexchanged Old Notes delivered by book-entry transfer to the DTC
account set forth below.
- ---------------------------------------------------------
(DTC ACCOUNT NUMBER,
IF APPLICABLE)
- --------------------------------------------------------- ------------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
7
- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
Dated:
x , 2002
------------------------------------ ----------------------------
x , 2002
------------------------------------ ---------------------------
SIGNATURE(S) OF OWNER DATE
Area Code and Telephone Number
-----------------------------------------
This Letter of Transmittal must be signed by the registered Holder(s)
as the name(s) appear(s) on the certificate(s) for the Old Notes hereby tendered
or on a DTC security position listing or by any person(s) authorized to become a
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:
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
--------------------------------------------------------
(AUTHORIZED SIGNATURE)
- --------------------------------------------------------------------------------
(TITLE)
- --------------------------------------------------------------------------------
(NAME AND FIRM)
Dated:
- --------------------------------------------------------------------------------
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES.
In order for any Holder of Old Notes to tender all or any portion of such
Old Notes, the Exchange Agent must receive either this Letter of Transmittal
completed by such Holder or an Agent's Message (as hereinafter defined) with
respect to such Holder. Certificates for all physically tendered Old Notes, or
Book-Entry Confirmation, as the case may be, as well as a properly completed and
duly executed Letter of Transmittal (or facsimile hereof or Agent's Message in
lieu hereof) and any other documents required by this Letter of Transmittal,
must be received by the Exchange Agent at the address set forth herein prior to
the Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
minimum denominations of principal amount of $100,000 and integral multiples of
$1,000 in excess thereof.
Holders whose certificates for Old Notes are not immediately available or
who cannot deliver their certificates and all other required documents to the
Exchange Agent prior to the Expiration Date, or who cannot complete the
procedures for book-entry tender on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
"The Exchange Offer -- Procedures of Tendering - Registered Holders and DTC
Participants -- Guaranteed Delivery Procedures." Pursuant to such procedures,
(1) such tender must be made through an Eligible Institution, (2) prior to the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by facsimile transmission,
mail or hand delivery), setting forth the name and address of the Holder of Old
Notes, the certificate numbers of such Old Notes (unless tender is to be made by
book-entry transfer) and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within five New
York Stock Exchange ("NYSE") trading days after the date of delivery of the
Notice of Guaranteed Delivery, the certificates for all physically tendered Old
Notes, in proper form for transfer, or a Book-Entry Confirmation, together with
a properly completed and duly executed Letter of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof), with any required signature
guarantees and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent, and (3) the
certificates for all physically tendered Old Notes, in the proper form for
transfer, or Book-Entry Confirmation, as the case may be, together with a
properly completed and duly executed Letter of Transmittal (or facsimile thereof
or Agent's Message in lieu thereof), with any required signature guarantees and
all other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within five NYSE trading days after the date of execution of
the Notice of Guaranteed Delivery.
The method of delivery of Old Notes, this Letter of Transmittal and all
other required documents to the Exchange Agent is at the election and risk of
the Holder, but the delivery will be deemed made only when actually received by
the Exchange Agent. Instead of delivery by mail, it is recommended that Holders
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 Old Notes or Letters of Transmittal should be sent to PPL Energy Supply.
Holders may request their respective brokers, dealers, commercial banks, trust
companies or nominees to effect the above transactions for such Holders.
See the Prospectus under "The Exchange Offer."
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering Holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of Old
Notes -- Principal Amount Tendered." A reissued certificate representing the
balance of nontendered Old Notes will be sent to such tendering Holder, unless
otherwise provided in the appropriate box on this letter,
8
promptly after the Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE
EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter of Transmittal is signed by the Holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates or on DTC's security position listing as the
Holder of such Old Notes without any change whatsoever.
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal is signed by the registered Holder or Holders
of the Old Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the New Notes
are to be issued, or any untendered Old Notes are to be reissued, to a person
other than the registered Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) or bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered Holder or Holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered Holder or
Holders appear(s) on the certificate(s) and signatures on such certificate(s) or
bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificates representing Old Notes or
any 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.
EXCEPT AS PROVIDED BELOW, ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR
SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A
FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A MEMBER
OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK
OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES (AN
"ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL NEED NOT BE GUARANTEED BY AN
ELIGIBLE INSTITUTION IF THE OLD NOTES ARE TENDERED: (1) BY A REGISTERED HOLDER
OF OLD NOTES WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE
INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" OR (2) FOR THE ACCOUNT OF AN
ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTION.
Tendering Holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer and/or
substitute certificates evidencing Old Notes not exchanged are to be issued or
sent, if different from the name or address of the person signing this Letter of
Transmittal. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at DTC as such
Holder may designate hereon. If no such instructions are given, such Old Notes
not exchanged will be returned to the name or address of the person signing this
Letter of Transmittal.
9
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose Old
Notes are accepted for exchange must provide the Company (as payor) with such
Holder's correct Taxpayer Identification Number ("TIN") on Substitute Form W-9
below, which in the case of a tendering Holder who is an individual, is his or
her social security number. If the Company is not provided with the current TIN
or an adequate basis for an exemption, such tendering Holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, delivery to
such tendering Holder of New Notes may be subject to backup withholding in an
amount equal to 30.5% (30% for amounts paid after December 31, 2001, subject to
further adjustment under applicable law) of all reportable payments made after
the exchange. If withholding results in an overpayment for taxes, a refund may
be obtained.
Certain types of Holders of Old Notes (generally including, among others,
corporations and certain foreign entities) 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 "W-9
Guidelines") for additional instructions.
To prevent backup withholding, each tendering Holder of Old Notes must
provide its correct TIN by completing the "Form W-9" set forth below, certifying
that the Holder is a U.S. person (including a U.S. resident alien), that the TIN
provided is correct (or that such Holder is awaiting a TIN) and that (1) the
Holder is exempt from backup withholding, (2) the Holder has not been notified
by the Internal Revenue Service that such Holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or (3)
the Internal Revenue Service has notified the Holder that such Holder is no
longer subject to backup withholding. If the tendering Holder of Old Notes is a
nonresident alien or foreign entity not subject to backup withholding, such
Holder must give the Company a completed Form W-8BEN, Certificate of Foreign
Status of Beneficial Owner for United States Tax Withholding, or if applicable,
Form W-8ECI, Certificate of Foreign Person's Claim for Exemption From
Withholding on Income Effectively Connected with the Conduct of a Trade or
Business in the United States. These forms may be obtained from the Exchange
Agent. If the Old Notes are in more than one name or are not in the name of the
actual owner, such Holder should consult the W-9 Guidelines for information on
which TIN to report. If such Holder does not have a TIN, such Holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check the box
in Part 2 of the 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 Company within
60 days, backup withholding will begin and continue until such Holder furnishes
its TIN to the Company.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New
Notes and/or substitute Old Notes not exchanged are to be delivered to, or are
to be registered or issued in the name of, any person other than the registered
Holder of the Old Notes tendered hereby, or if tendered Old Notes 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 Old Notes to the Company or its order pursuant to the Exchange
Offer, then 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 exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering Holder.
7. COMPANY DETERMINATION FINAL; WAIVER OF CONDITIONS.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Old Notes and withdrawal of tendered Old Notes
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 Notes not properly tendered or any Old Notes the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Notes must be cured within such time as the Company shall determine. None
10
of the Company, the Exchange Agent nor any other person shall be under any duty
to give notification of defects or irregularities with respect to tenders of Old
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such defects or irregularities have been cured or WAIVED. Any Old Notes received
by the Exchange Agent that are not properly tendered and as to which the defects
or irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holders of the Old Notes, unless otherwise provided in
this Letter of Transmittal, as soon as practicable following the Expiration
Date.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by causing this Letter of
Transmittal or an Agent's Message in lieu hereof to be delivered to the Exchange
Agent, shall waive any right to receive notice of the acceptance of their Old
Notes for exchange.
None of 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 Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.
Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the addresses indicated above for further
instructions.
10. REQUESTS FOR ADDITIONAL COPIES.
Requests for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent, at the addresses and
telephone numbers indicated above.
11
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
- --------------------------- --------------------------------------------------- --------------------------------------
SUBSTITUTE PART 1-- PLEASE PROVIDE YOUR TIN IN THE BOX AT TIN: _____________________
Form W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW: (Social Security Number or
Employer Identification Number)
- --------------------------- ------------------------------------------------------------------------------------------
PART 2 -- TIN APPLIED FOR [_]
- --------------------------- ------------------------------------------------------------------------------------------
DEPARTMENT OF THE PAYOR'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ("TIN") AND CERTIFICATION
TREASURY INTERNAL REVENUE
SERVICE CERTIFICATION: UNDER THE 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).
(2) I am not subject to backup withholding
either because: (a) I am exempt from backup
withholding, or (b) I have not been
notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of a failure to
report all interest or dividends, or (c)
the IRS has notified me that I am no longer
subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
(4) any other information provided on this form is true and correct.
SIGNATURE DATE
------------------------------ ------------------------------------
- ----------------------------------------------------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified
by the IRS that you are subject to backup withholding because of underreporting
of interest or dividends on your tax return and you have not been notified
subsequently by the IRS that you are no longer subject to backup withholding.
- ----------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
- ----------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a Taxpayer Identification Number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administrative Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I
do not provide a Taxpayer Identification Number by the time of the exchange,
30.5 percent (30 percent for amounts paid after December 31, 2001, subject to
further adjustment under applicable law) of all reportable payments made to me
thereafter will be withheld until I provide a number.
- ------------------------------------------------------------ ----------------------------------------------------
SIGNATURE DATE
- ----------------------------------------------------------------------------------------------------------------------
12