EXHIBIT 99.1
YORKSHIRE POWER FINANCE LIMITED
FORM OF LETTER OF TRANSMITTAL
TO ACCOMPANY OFFER TO EXCHANGE ITS
___% SERIES B SENIOR NOTES DUE _____
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS
___% SERIES A SENIOR NOTES DUE _____
PURSUANT TO THE PROSPECTUS DATED ___________, 1998
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON SEPTEMBER ___, 1998, UNLESS THE OFFER IS EXTENDED.
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To: THE BANK OF NEW YORK, Exchange Agent
By Mail: By Hand Or Overnight Courier:
The Bank of New York The Bank of New York
101 Barclay Street 101 Barclay Street
Floor 7E Corporate Trust Services Window
New York, New York 10286 Ground Level
Attn: Diana Torres New York, New York 10286
Attn: Diana Torres
FOR INFORMATION AND TO CONFIRM FACSIMILE TRANSMISSIONS:
BY TELEPHONE (ELIGIBLE INSTITUTIONS ONLY)
(212) 815-5789 (212) 815-6339
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Original Senior
Notes (as defined below) either if Original Senior Notes are to be forwarded
herewith or if tenders of Original Senior Notes are to be made by book-entry
transfer to an account maintained by The Bank of New York (the "Exchange Agent")
at The Depository Trust Company ("DTC") pursuant to the procedures set forth in
"The Exchange Offer -- Procedures for Tendering Original Senior Notes" in the
Prospectus and an Agent's Message (as defined below) is not delivered.
Holders of Original Senior Notes whose certificates (the "Certificates")
for such Original Senior Notes are not immediately available or who cannot
deliver their Certificates and all other required documents to the Exchange
Agent on or prior to the Expiration Date (as defined in the Prospectus) or who
cannot complete the procedures for book-entry transfer on a timely basis must
tender their Original Senior Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures for Tendering Original
Senior Notes" in the Prospectus.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
DESCRIPTION OF ORIGINAL SENIOR NOTES
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Please print Name and Address | Please Show | Original Senior | Principal Amount | Beneficial Holders |
of Registered Holder | Certificate Number(s) | Notes Tendered | of Original Senior | and Names in |
| (Need not be Completed | (Attach additional list | Notes Tendered | which such |
| by Book-Entry Holders) | if needed) | (if Principal Amount | Securities are held |
| | | of Original Senior | |
| | | Notes is Less than | |
| | | All)* | |
|-------------------------|-------------------------|-----------------------|------------------------|
| | | | |
|-------------------------|-------------------------|-----------------------|------------------------|
| | | | |
|-------------------------|-------------------------|-----------------------|------------------------|
| | | | |
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TOTAL
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* All Original Senior Notes held shall be deemed tendered unless a lesser number is specified in this column.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED ORIGINAL SENIOR 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:_____________________________________________
DTC Account Number:________________________________________________________
Transaction Code Number:___________________________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL SENIOR NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name of Registered Holders(s):_____________________________________________
Window Ticket Number (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
Name of Institution which Guaranteed Delivery:_____________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:_______________
Name of Tendering Institution:_____________________________________________
DTC Account Number:________________________________________________________
Transaction Code Number:___________________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED ORIGINAL
SENIOR NOTES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET
FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL SENIOR
NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.
Name:______________________________________________________________________
Address:___________________________________________________________________
2
Ladies and Gentlemen:
The undersigned hereby tenders to Yorkshire Power Finance Limited, a
private company with limited liability incorporated under the laws of the Cayman
Islands ("Yorkshire Finance"), and Yorkshire Power Group Limited, a private
company with limited liability incorporated under the laws of England and Wales
("Yorkshire Group"), the above-described aggregate principal amount of Yorkshire
Finance's ____% Series A Senior Notes due 200_ (the "Original Senior Notes") in
exchange for a like aggregate principal amount of Yorkshire Finance's _____%
Series B Senior Notes due 200_ (the "Exchange Senior Notes") which have been
registered under the Securities Act of 1933 (the "Securities Act"), upon the
terms and subject to the conditions set forth in the Prospectus dated
___________, 1998 (as the same may be amended or supplemented from time to time,
the "Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer").
For purposes of this Letter of Transmittal, unless the context requires
otherwise, the term "holder" shall include any person who owns an interest in
the Book-Entry Interests. As described in the Prospectus under "Description of
the Exchange Senior Notes -- Form, Documentation, Book-Entry Procedures and
Transfer," each person who owns an interest in the Book-Entry Interests must
rely on the procedures of the Book-Entry Depository and DTC and, if such person
is not a participant in DTC, on the procedures of the Participant through which
such person owns its interest to exercise any rights granted to, and perform any
obligations of, a holder of Senior Notes, including rights and obligations in
connection with the Exchange Offer. Furthermore, references to the terms
"Exchange Senior Notes" and "Original Senior Notes" contained herein, unless the
context requires otherwise, shall be deemed to include interests in the Book-
Entry Interests relating to such securities.
Subject to and effective upon the acceptance for exchange of all or any
portion of the Original Senior Notes tendered herewith in accordance with the
terms and conditions of the Exchange Offer (including, if the Exchange Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to or upon the
order of Yorkshire Finance all right, title and interest in and to such Original
Senior Notes as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of
Yorkshire Finance and Yorkshire Group in connection with the Exchange Offer)
with respect to the tendered Original Senior Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver Certificates for Original Senior Notes to
Yorkshire Finance or Yorkshire Group together with all accompanying evidences of
transfer and authenticity to, or upon the order of, Yorkshire Finance, upon
receipt by the Exchange Agent, as the undersigned's agent, of the Exchange
Senior Notes to be issued in exchange for such Original Senior Notes, (ii)
present Certificates for such Original Senior Notes for transfer and to transfer
the Original Senior Notes on the books of Yorkshire Finance and (iii) receive
for the account of Yorkshire Finance all benefits and otherwise exercise all
rights of beneficial ownership of such Original Senior Notes, all in accordance
with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENT(S) AND WARRANT(S) THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE
ORIGINAL SENIOR NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR
EXCHANGE, YORKSHIRE FINANCE WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE
THERETO, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES AND
THAT THE ORIGINAL SENIOR NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE
CLAIMS OR PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY
ADDITIONAL DOCUMENTS DEEMED BY YORKSHIRE FINANCE, YORKSHIRE GROUP OR THE
EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO COMPLETE THE EXCHANGE, ASSIGNMENT
AND TRANSFER OF THE ORIGINAL SENIOR NOTES TENDERED HEREBY AND THE UNDERSIGNED
WILL COMPLY WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS AGREEMENT.
THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE EXCHANGE
OFFER.
The name(s) and address(es) of the registered holder(s) of the Original
Senior Notes tendered hereby should be printed above, if they are not already
set forth above, as they appear on the Certificates representing such Original
Senior Notes. The Certificate number(s) and the Original Senior Notes that the
undersigned wishes to tender should be indicated in the appropriate boxes above.
If any tendered Original Senior Notes are not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more
Original Senior Notes than are tendered or accepted for exchange, Certificates
for such nonexchanged or nontendered Original Senior Notes will be returned (or,
in the case of Original Senior Notes tendered by book-entry transfer, such
Original Senior Notes will be credited to an account maintained at DTC), without
expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.
3
The undersigned understands that tenders of Original Senior Notes pursuant
to any one of the procedures described in "The Exchange Offer -- Procedures for
Tendering Original Senior Notes" in the Prospectus and in the instructions
hereto will, upon Yorkshire Finance's acceptance for exchange of such tendered
Original Senior Notes, constitute a binding agreement among the undersigned and
Yorkshire Finance upon the terms and subject to the conditions of the Exchange
Offer. The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, Yorkshire Finance may not be required to accept for exchange any
of the Original Senior Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," below, the undersigned hereby directs that the Exchange Senior
Notes be issued in the name(s) of the undersigned or, in the case of a book-
entry transfer of Original Senior Notes, that such Exchange Senior Notes be
credited to the account indicated above maintained at DTC. If applicable,
substitute Certificates representing Original Senior Notes not exchanged or not
accepted for exchange will be issued to the undersigned or, in the case of a
book-entry transfer of Original Senior Notes, will be credited to the account
indicated above maintained at DTC. Similarly, unless otherwise indicated under
"Special Delivery Instructions," please deliver Exchange Senior Notes to the
undersigned at the address shown below the undersigned's signature.
BY TENDERING ORIGINAL SENIOR NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL
OR BY DELIVERING AN AGENT'S MESSAGE IN LIEU THEREOF, THE UNDERSIGNED HEREBY
REPRESENTS AND AGREES THAT (I) THE UNDERSIGNED IS NOT AN "AFFILIATE" OF
YORKSHIRE FINANCE OR YORKSHIRE GROUP WITHIN THE MEANING OF RULE 405 UNDER THE
SECURITIES ACT, (II) ANY EXCHANGE SENIOR NOTES TO BE RECEIVED BY THE UNDERSIGNED
ARE BEING ACQUIRED IN THE ORDINARY COURSE OF ITS BUSINESS, (III) THE UNDERSIGNED
HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN A
DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH EXCHANGE SENIOR
NOTES AND (IV) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, THE UNDERSIGNED IS NOT
ENGAGED IN, AND DOES NOT INTEND TO ENGAGE IN, A DISTRIBUTION (WITHIN THE MEANING
OF THE SECURITIES ACT) OF SUCH EXCHANGE SENIOR NOTES. BY TENDERING ORIGINAL
SENIOR NOTES PURSUANT TO THE EXCHANGE OFFER AND EXECUTING THIS LETTER OF
TRANSMITTAL, A HOLDER OF ORIGINAL SENIOR NOTES WHICH IS A BROKER-DEALER
REPRESENTS AND AGREES, CONSISTENT WITH CERTAIN INTERPRETIVE LETTERS ISSUED BY
THE STAFF OF THE DIVISION OF CORPORATION FINANCE OF THE SECURITIES AND EXCHANGE
COMMISSION TO THIRD PARTIES, THAT (A) SUCH ORIGINAL SENIOR NOTES HELD BY THE
BROKER-DEALER ARE HELD ONLY AS A NOMINEE OR (B) SUCH ORIGINAL SENIOR NOTES WERE
ACQUIRED BY SUCH BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING
ACTIVITIES OR OTHER TRADING ACTIVITIES AND IT WILL DELIVER THE PROSPECTUS (AS
AMENDED OR SUPPLEMENTED FROM TIME TO TIME) MEETING THE REQUIREMENTS OF THE
SECURITIES ACT IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE SENIOR NOTES
(PROVIDED THAT, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH BROKER-
DEALER WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE
MEANING OF THE SECURITIES ACT).
YORKSHIRE FINANCE AND YORKSHIRE GROUP HAVE AGREED THAT, SUBJECT TO THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT, THE PROSPECTUS, AS IT MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, MAY BE USED BY A PARTICIPATING
BROKER-DEALER (AS DEFINED BELOW) IN CONNECTION WITH RESALES OF EXCHANGE SENIOR
NOTES RECEIVED IN EXCHANGE FOR ORIGINAL SENIOR NOTES, WHERE SUCH ORIGINAL SENIOR
NOTES WERE ACQUIRED BY SUCH PARTICIPATING BROKER-DEALER FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES, FOR A PERIOD NOT
EXCEEDING 180 DAYS AFTER THE EXPIRATION DATE (SUBJECT TO EXTENSION UNDER CERTAIN
LIMITED CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS). IN THAT REGARD, EACH BROKER-
DEALER WHO ACQUIRED ORIGINAL SENIOR NOTES FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER"), BY
TENDERING SUCH ORIGINAL SENIOR NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL OR
BY DELIVERING AN AGENT'S MESSSAGE IN LIEU THEREOF, AGREES THAT, UPON RECEIPT OF
NOTICE FROM YORKSHIRE FINANCE OR YORKSHIRE GROUP OF THE OCCURRENCE OF ANY EVENT
OR THE DISCOVERY OF (I) ANY FACT WHICH MAKES ANY STATEMENT CONTAINED IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR (II) ANY FACT WHICH CAUSES THE
PROSPECTUS TO OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING OR (III) OF THE OCCURRENCE OF CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER
WILL SUSPEND THE SALE OF EXCHANGE SENIOR NOTES PURSUANT TO THE PROSPECTUS UNTIL
YORKSHIRE FINANCE OR YORKSHIRE GROUP HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS
TO CORRECT SUCH MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED
OR SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR YORKSHIRE
FINANCE OR YORKSHIRE GROUP HAS GIVEN NOTICE THAT THE SALE OF THE EXCHANGE SENIOR
NOTES MAY BE RESUMED,
4
AS THE CASE MAY BE. IF YORKSHIRE FINANCE OR YORKSHIRE GROUP GIVES SUCH NOTICE TO
SUSPEND THE SALE OF THE EXCHANGE SENIOR NOTES, THEY SHALL EXTEND THE 180-DAY
PERIOD REFERRED TO ABOVE DURING WHICH PARTICIPATING BROKER-DEALERS ARE ENTITLED
TO USE THE PROSPECTUS IN CONNECTION WITH THE RESALE OF EXCHANGE SENIOR NOTES BY
THE NUMBER OF DAYS DURING THE PERIOD FROM AND INCLUDING THE DATE OF THE GIVING
OF SUCH NOTICE TO AND INCLUDING THE DATE WHEN PARTICIPATING BROKER-DEALERS SHALL
HAVE RECEIVED COPIES OF THE SUPPLEMENTED OR AMENDED PROSPECTUS NECESSARY TO
PERMIT RESALES OF THE EXCHANGE SENIOR NOTES OR TO AND INCLUDING THE DATE ON
WHICH YORKSHIRE FINANCE OR YORKSHIRE GROUP HAS GIVEN NOTICE THAT THE SALE OF
EXCHANGE SENIOR NOTES MAY BE RESUMED, AS THE CASE MAY BE.
As a result, a Participating Broker-Dealer who intends to use the
Prospectus in connection with resales of Exchange Senior Notes received in
exchange for Original Senior Notes pursuant to the Exchange Offer, must notify
Yorkshire Finance or Yorkshire Group, or cause Yorkshire Finance or Yorkshire
Group to be notified, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at the address set forth in the
Prospectus under "The Exchange Offer -- Exchange Agent."
Holders of Original Senior Notes whose Original Senior Notes are accepted
for exchange will not receive interest on such Original Senior Notes and hereby
will be deemed to waive the right to receive any interest on such Original
Senior Notes accumulated from and including February 25, 1998. Holders of
Exchange Senior Notes as of the record date for the payment of interest on
October 15, 1998 will be entitled to receive interest accruing from and
including February 25, 1998.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
Please be advised that Yorkshire Finance and Yorkshire Group are making the
Exchange Offer in reliance on the position of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Staff") set
forth in certain interpretive letters addressed to third parties in other
transactions. In addition, Yorkshire Finance and Yorkshire Group have authorized
us to inform you as follows: Yorkshire Finance and Yorkshire Group have not
entered into any arrangement or understanding with any person to distribute the
Exchange Senior Notes to be received in the Exchange Offer and, to the best of
their information and belief, each person participating in the Exchange Offer is
acquiring the Exchange Senior Notes in its ordinary course of business and has
no arrangement or understanding with any person to participate in the
distribution of the Exchange Senior Notes to be received in the Exchange Offer.
In this regard, Yorkshire Finance and Yorkshire Group will make each person
participating in the Exchange Offer aware that if such person is participating
in the Exchange Offer for the purpose of distributing the Exchange Senior Notes
to be acquired in the Exchange Offer, such person (a) could not rely on the
Staff position enunciated in the interpretative letters referred to above and
(b) must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction. Yorkshire
Finance and Yorkshire Group acknowledge that such a secondary resale transaction
by such person participating in the Exchange Offer for the purpose of
distributing the Exchange Senior Notes should be covered by an effective
registration statement containing the selling securityholder information
required by Item 507 or 508, as applicable, of Regulation S-K. Furthermore,
Yorkshire Finance and Yorkshire Group will include in the transmittal letter to
be executed by an exchange offeree in order to participate in the Exchange Offer
(x) an acknowledgment that if such exchange offeree is a broker-dealer that will
receive Exchange Senior Notes for its own account in exchange for Original
Senior Notes that were acquired as a result of market-making activities or other
trading activities, it will deliver a prospectus in connection with any resale
of such Exchange Senior Notes and (y) a statement that by so acknowledging and
by delivering a prospectus, such exchange offeree will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.
5
HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 2, 5 AND 6)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
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(SIGNATURE(S) OF HOLDER(S)
Dated: _____________, 1998
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original Senior Notes hereby tendered or on a security
position listing, or by any person(s) authorized to become the registered
holder(s) by endorsements and documents transmitted herewith (including such
opinions of counsel, certifications and other information as may be required by
Yorkshire Finance or the Exchange Agent to comply with the restrictions on
transfer applicable to the Original Senior Notes). If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary capacity or representative
capacity, please set forth the signer's full title. See Instruction 5.
Name(s):
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(PLEASE PRINT)
Capacity (full title):
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Address:
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(INCLUDE ZIP CODE)
Telephone Number:
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Tax ID Number:
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GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
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AUTHORIZED SIGNATURE
Dated: _____________, 1998
Name of Firm:
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Capacity (full title):
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(PLEASE PRINT)
Address:
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(INCLUDE ZIP CODE)
Area Code and Telephone Number:
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6
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, AND 6) (SEE INSTRUCTIONS 1, 5, AND 6)
To be completed ONLY if the Exchange Senior Notes are to be To be completed ONLY if Exchange Senior Notes are to be
issued in the name of someone other than the registered sent to (i) someone other than the registered holder of
holder of the Original Senior Notes whose name(s) the Original Senior Notes whose name(s) appear(s) above,
appear(s) above. or (ii) such registered holder(s) at an address other than
that shown above.
Issue Mail
[ ] Original Senior Notes not tendered to: [ ] Original Senior Notes not tendered to:
[ ] Exchange Senior Notes to: [ ] Exchange Senior Notes to:
Name(s) Name(s)
___________________________________________________________ ___________________________________________________________
Address Address
___________________________________________________________ ___________________________________________________________
___________________________________________________________ ___________________________________________________________
___________________________________________________________ ___________________________________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
Telephone Number Telephone Number
___________________________________________________________ ___________________________________________________________
Tax ID Number Tax ID Number
___________________________________________________________ ___________________________________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES.
This Letter of Transmittal is to be completed either if (a) Certificates are
to be forwarded herewith or (b) tenders are to be made pursuant to the
procedures for tender by book-entry transfer set forth in "The Exchange Offer --
Procedures for Tendering Original Senior Notes" in the Prospectus and an Agent's
Message is not delivered. Certificates, or timely confirmation of a book-entry
transfer of such Original Senior Notes into the Exchange Agent's account at DTC,
as well as this Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at any of its addresses set forth herein on or prior to the
Expiration Date. Tenders by book-entry transfer may also be made by delivering
an Agent's Message in lieu of this Letter of Transmittal. The term "Agent's
Message" means a message, transmitted by DTC to and received by the Exchange
Agent and forming a part of a book-entry confirmation, which states that DTC has
received an express acknowledgment from the DTC participant, which
acknowledgment states that such participant has received and agrees to be bound
by the Letter of Transmittal (including the representations contained herein)
and that the Yorkshire Finance and Yorkshire Group may enforce the Letter of
Transmittal against such participant. Original Senior Notes may be tendered in
whole or in part in the principal amount of $1,000 and integral multiples
thereof, provided that, if any Original Senior Notes are tendered for exchange
in part, the untendered principal amount thereof must be $1,000 or any integral
multiple thereof.
Holders who wish to tender their Original Senior Notes and (i) whose
Original Senior Notes are not immediately available or (ii) who cannot deliver
their Original Senior Notes, this Letter of Transmittal and all other required
documents to the Exchange Agent on or prior to the Expiration Date or (iii) who
cannot complete the procedures for delivery by book-entry transfer on a timely
basis, may tender their Original Senior Notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer -- Procedures for Tendering Original
Senior Notes" in the Prospectus. Pursuant to such procedures: (A) such tender
must be made by or through an Eligible Institution (as defined below); (B) a
properly completed and duly executed Notice of Guaranteed Delivery,
substantially in the form made available by Yorkshire Finance, must be received
by the Exchange Agent on or prior to the Expiration Date; and (C) the
Certificates (or a book-entry confirmation (as defined in the Prospectus))
representing all tendered Original Senior Notes, in proper form for transfer,
together with a Letter of Transmittal (or facsimile thereof), properly completed
and duly executed, with any required signature guarantees and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent within three New York Stock Exchange trading days after the date
of execution of such Notice of Guaranteed Delivery, all as provided in "The
Exchange Offer -- Procedures for Tendering Original Senior Notes" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent, and must include a guarantee by an
Eligible Institution in the form set forth in such Notice. For Original Senior
Notes to be properly tendered pursuant to the guaranteed delivery procedure, the
Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the
Expiration Date. As used herein and in the Prospectus, "Eligible Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
Neither Yorkshire Group nor Yorkshire Finance will accept any alternative,
conditional or contingent tenders. Each tendering holder, by execution of a
Letter of Transmittal (or facsimile thereof), waives any right to receive any
notice of the acceptance of such tender.
The exchange of the Original Senior Notes for Exchange Senior Notes pursuant
to the Exchange Offer, and any related transactions, may be effected through the
Paying Agent (as defined in the Prospectus) in Luxembourg.
8
2. GUARANTEE OF SIGNATURES.
No signature guarantee on this Letter of Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC
whose name appears on a security position listing as the owner of the
Original Senior Notes) of Original Senior Notes tendered herewith, unless
such holder(s) has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above, or
(ii) such Original Senior Notes are tendered for the account of a firm
that is an Eligible Institution.
In all other cases, an Eligible Institution must guarantee the signature(s)
on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE.
If the space provided in the box captioned "Description of Original Senior
Notes" is inadequate, the Certificate number(s) and/or the principal amount of
Original Senior Notes and any other required information should be listed on a
separate signed schedule which is attached to this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS.
If less than all the Original Senior Notes evidenced by any Certificate
submitted are to be tendered, fill in the principal amount of Original Senior
Notes which are to be tendered in the box entitled "Principal Amount of Original
Senior Notes Tendered (if Principal Amount of Original Senior Notes is Less than
All)." In such case, new Certificate(s) for the remainder of the Original Senior
Notes that were evidenced by your old Certificate(s) will only be sent to the
holder of the Original Senior Note, promptly after the Expiration Date. All
Original Senior Notes represented by Certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Senior Notes may be
withdrawn at any time on or prior to the Expiration Date. In order for a
withdrawal to be effective on or prior to that time, a written, telegraphic,
telex or facsimile transmission of such notice of withdrawal must be timely
received by the Exchange Agent at any of its addresses set forth above or in the
Prospectus on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Original Senior Notes to be
withdrawn, the aggregate principal amount of Original Senior Notes to be
withdrawn, and (if Certificates for Original Senior Notes have been tendered)
the name of the registered holder of the Original Senior Notes as set forth on
the Certificate for the Original Senior Notes, if different from that of the
person who tendered such Original Senior Notes. If Certificates for the Original
Senior Notes have been delivered or otherwise identified to the Exchange Agent,
then prior to the physical release of such Certificates for the Original Senior
Notes, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Original Senior Notes to be withdrawn and the
signature on the notice of withdrawal must be guaranteed by an Eligible
Institution, except in the case of Original Senior Notes tendered for the
account of an Eligible Institution. If Original Senior Notes have been tendered
pursuant to the procedures for book-entry transfer set forth in "The Exchange
Offer -- Procedures for Tendering Original Senior Notes," the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Original Senior Notes, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Original
Senior Notes may not be rescinded. Original Senior Notes properly withdrawn will
not be deemed validly tendered for purposes of the Exchange Offer, but may be
retendered at any subsequent time on or prior to the Expiration Date by
following any of the procedures described in the Prospectus under "The Exchange
Offer -- Procedures for Tendering Original Senior Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Yorkshire Finance and
Yorkshire Group, in their sole discretion, whose determination shall be final
and binding on all parties. Yorkshire Finance and Yorkshire Group, any
affiliates or assigns of Yorkshire Finance and Yorkshire Group, the Exchange
Agent or any other person shall not be under any duty to give any notification
of any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Original Senior Notes which have been
tendered but which are withdrawn will be returned to the holder thereof without
cost to such holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS.
If this Letter of Transmittal is signed by the registered holder(s) of the
Original Senior Notes tendered hereby, the signature(s) must correspond exactly
with the name(s) as written on the face of the Certificate(s) without
alteration, enlargement or any change whatsoever.
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If any of the Original Senior Notes tendered hereby are owned of record by two
or more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Senior Notes are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to Yorkshire Finance and Yorkshire Group, in their sole discretion,
of such persons' authority to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Original Senior Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless Exchange Senior
Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on such Certificate(s) or bond power(s) must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
owner(s) of the Original Senior Notes listed, the Certificates must be endorsed
or accompanied by appropriate bond powers, signed exactly as the name or names
of the registered owner(s) appear(s) on the Certificates, and also must be
accompanied by such opinions of counsel, certifications and other information as
Yorkshire Finance, Yorkshire Group or the Exchange Agent may require in
accordance with the restrictions on transfer applicable to the Original Senior
Notes. Signatures on such Certificates or bond powers must be guaranteed by an
Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If Exchange Senior Notes are to be issued in the name of a person other than
the signer of this Letter of Transmittal, or if Exchange Senior Notes are to be
sent to someone other than the signer of this Letter of Transmittal or to an
address other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Certificates for Original Senior Notes not
exchanged will be returned by mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at DTC. See Instruction 4.
Yorkshire Finance and Yorkshire Group will determine, in their sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of
Original Senior Notes, which determination shall be final and binding on all
parties. Yorkshire Finance and Yorkshire Group reserve the absolute right to
reject any and all tenders determined by either of them not to be in proper form
or the acceptance of which, or exchange for, may, in the view of counsel to
Yorkshire Finance and Yorkshire Group, be unlawful. Yorkshire Finance and
Yorkshire Group also reserve the absolute right, subject to applicable law, to
waive any of the conditions of the Exchange Offer set forth in the Prospectus
under "The Exchange Offer Conditions to the Exchange Offer" or any conditions
or irregularity in any tender of Original Senior Notes of any particular holder
whether or not similar conditions or irregularities are waived in the case of
other holders. The interpretation by Yorkshire Finance and Yorkshire Group of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) will be final and binding. No tender of
Original Senior Notes will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. Yorkshire
Finance and Yorkshire Group, any affiliates or assigns of Yorkshire Finance and
Yorkshire Group, the Exchange Agent, or any other person shall not be under any
duty to give notification of any irregularities in tenders or incur any
liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES.
Questions and requests for assistance may be directed to the Exchange Agent
at any of its addresses and telephone number set forth on the front of this
Letter of Transmittal. Additional copies of the Prospectus, the Notice of
Guaranteed Delivery and the Letter of Transmittal may be obtained from the
Exchange Agent or from your broker, dealer, commercial bank, trust company or
other nominee.
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.
Under U.S. Federal income tax law, a holder whose tendered Original Senior
Notes are accepted for exchange is required to provide the Exchange Agent with
such holder's correct taxpayer identification number ("TIN") on Substitute Form
W-9 below. If the Exchange Agent is not provided with the correct TIN, the
Internal Revenue Service (the "IRS") may subject the holder or other payee to a
$50 penalty. In addition, payments to such holders or other payees with respect
to Original Senior Notes exchanged pursuant to the Exchange Offer may be subject
to 31% backup withholding.
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The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
holder has not been issued a TIN and has applied for a TIN or intends to apply
for a TIN in the near future. If the box in Part 2 is checked, the holder or
other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In addition,
31% of all payments made thereafter will be withheld and remitted to the IRS
until a correct TIN is provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Original Senior Notes or of the last transferee appearing on the transfers
attached to, or endorsed on, the Original Senior Notes. If the Original Senior
Notes are registered in more than one name or are not in the name of the actual
owner, consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
number to report.
Certain holders (including, among others, corporations, financial institutions
and certain foreign persons) may not be subject to these backup withholding and
reporting requirements. Such holders should nevertheless complete the attached
Substitute Form W-9 below, and write "exempt" on the face thereof, to avoid
possible erroneous backup withholding. A foreign person may qualify as an exempt
recipient by submitting a properly completed IRS Form W-8, signed under
penalties of perjury, attesting to that holder's exempt status. Please consult
the enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional guidance on which holders are exempt from
backup withholding.
Backup withholding is not an additional U.S. Federal income tax. Rather, the
U.S. Federal income tax liability of a person 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.
10. NO CONDITIONAL TENDERS.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Original Senior Notes, by execution of this Letter of
Transmittal, shall waive any right to receive notice of the acceptance of
Original Senior Notes for exchange.
Neither Yorkshire Finance, Yorkshire Group, the Exchange Agent nor any other
person is obligated to give notice of any defect or irregularity with respect to
any tender of Original Senior Notes nor shall any of them incur any liability
for failure to give any such notice.
11. LOST, DESTROYED OR STOLEN CERTIFICATES.
If any Certificate(s) representing Original Senior Notes have been lost,
destroyed or stolen, the holder should promptly notify the Exchange Agent. The
holder will then be instructed as to the steps that must be taken in order to
replace the Certificate(s). This Letter of Transmittal and related documents
cannot be processed until the procedures for replacing lost, destroyed or stolen
Certificate(s) have been followed.
12. SECURITY TRANSFER TAXES.
Holders who tender their Original Senior Notes for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however,
Exchange Senior Notes are to be delivered to, or are to be issued in the name
of, any person other than the registered holder of the Original Senior Notes
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Original Senior Notes in connection with the Exchange Offer, then the amount
of any such transfer tax (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 the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
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(TO BE COMPLETED BY ALL TENDERING SECURITY HOLDERS)
(SEE INSTRUCTION 9)
PAYER'S NAME: THE BANK OF NEW YORK
- -----------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE FORM W-9 | PART 1 -- PLEASE PROVIDE YOUR TIN ON THE | TIN:______________________________________
| LINE AT RIGHT AND CERTIFY BY SIGNING AND |
Department of the Treasury Internal | DATING BELOW | ------------------------------------------
Revenue Service Payor's Request for | | Social Security Number
Taxpayer Identification Number (TIM) and | --------------------------------------- |
Certification | NAME | OR
| |
| --------------------------------------- | ------------------------------------------
| ADDRESS | Employer Identification Number
| |
| --------------------------------------- |
| CITY, STATE & ZIP CODE |
| |
| ---------------------------------------------------------------------------------------
| PART 2
|
| Awaiting TIN
| --------------------------------------------------------------------------------------
| PART 3 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
| (I) I AM EXEMPT FROM BACKUP WITHHOLDING, (II) I HAVE NOT BEEN NOTIFIED BY THE INTERNAL
| REVENUE SERVICE ("IRS") THAT I AM SUBJECT TO BACKUP WITHHOLDING AS A RESULT OF A
| FAILURE TO REPORT ALL INTEREST OR DIVIDENDS, OR (III) THE IRS HAS NOTIFIED ME THAT I AM
| NO LONGER SUBJECT TO BACKUP WITHHOLDING, AND (3) ANY OTHER INFORMATION PROVIDED ON THIS
| FORM IS TRUE AND CORRECT.
|
| SIGNATURE______________________________________________________________________________
|
| DATE___________________________________________________________________________________
|
| You must cross out item (iii) in Part (2) above if you have been notified by the IRS
| that you are subject to backup withholding because of underreporting interest or
| dividends on your tax return and you have not been notified by the IRS that you are no
| longer subject to backup withholding.
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID
TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
- ------------------------------------------------------------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
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 (1) 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 (2) 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 payment, 31% of all
payments made to me on account of the Exchange Senior Notes shall be retained
until I provide a taxpayer identification number to the Exchange Agent and that,
if I do not provide my taxpayer identification number within 60 days, such
retained amounts shall be remitted to the Internal Revenue Service as backup
withholding and 31% of all reportable payments made to me thereafter will be
withheld and remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature_______________________________________________________________________
Date: ______________________, 1998
- --------------------------------------------------------------------------------
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