EXHIBIT 99.1
LETTER OF TRANSMITTAL
Offer to Exchange
7.75% Senior Notes, Series C due 2005
for any and all outstanding
7.75% Senior Notes, Series A due 2005
and
8.35% Senior Notes, Series D due 2010
for any and all outstanding
8.35% Senior Notes, Series B due 2010
of
AmerenEnergy Generating Company
Pursuant to the Prospectus dated , 2001
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ,
2001 UNLESS EXTENDED (THE "EXPIRATION DATE"), TENDERS MAY BE WITHDRAWN AT ANY
TIME PRIOR TO THE EXPIRATION DATE.
The Exchange Agent for the Exchange Offer is:
Ameren Services Company
By Registered or Certified Mail: Facsimile Transmission Number By Hand or Overnight Delivery:
(Eligible Institutions Only):
Ameren Services Company (314) 554-2401 Ameren Services Company
P.O. Box 66887 1901 Chouteau Avenue
St. Louis, Missouri 63166-6887 Confirm by Telephone St. Louis, Missouri 63103
or For Information Call:
Attention: (314) 554-3502 Attention:
Investor Services MC 1035 Investor Services MC 1035
Personal and Confidential You May Also Call Toll-Free: Personal and Confidential
(800) 255-2237
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, WILL NOT CONSTITUTE A VALID DELIVERY. IN
THE CASE OF A BOOK-ENTRY TENDER, THE EXCHANGE AGENT MUST RECEIVE AN AGENT'S
MESSAGE FROM A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY IN LIEU OF
DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT.
The Information Agent for the Exchange Offer is:
Morrow & Co., Inc.
You may obtain information regarding the
Exchange Offer from the Information Agent as follows:
By Registered or Certified Mail: Call Collect: By Hand or Overnight Delivery:
(212) 754-8000
Morrow & Co., Inc. Morrow & Co., Inc.
445 Park Avenue, 5th Floor Banks and Brokerage Firms Call: 445 Park Avenue, 5th Floor
New York, New York 10022 (800) 654-2468 New York, New York 10022
Attention: John Ferguson E-mail: Attention: John Ferguson
Personal and Confidential ameren.info@morrowco.com Personal and Confidential
The undersigned acknowledges that it has received the Prospectus dated ,
2001 (as amended or supplemented from time to time, the "Prospectus") of
AmerenEnergy Generating Company, an Illinois corporation (the "Company"), and
this Letter of Transmittal (as amended or supplemented from time to time, the
"Letter of Transmittal"), which together constitute the offer of the Company
(the "Exchange Offer") to exchange (i) $100,000 principal amount and integral
multiples of $1,000 in excess thereof of its 7.75% Senior Notes, Series C due
2005 (the "Series C Exchange Notes"), registered under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a registration statement of
which the Prospectus is a part, for each $100,000 principal amount and integral
multiples of $1,000 in excess thereof of its outstanding 7.75% Senior Notes,
Series A due 2005 (the "Series A Notes"), of which $225,000,000 aggregate
principal amount is outstanding, and (ii) $100,000 principal amount and integral
multiples of $1,000 in excess thereof of its 8.35% Senior Notes, Series D due
2010 (together with the Series C Exchange Notes, the "Exchange Notes"),
registered under the Securities Act, pursuant to a registration statement of
which the Prospectus is a part, for each $100,000 principal amount and integral
multiples of $1,000 in excess thereof of its outstanding 8.35% Senior Notes,
Series B due 2010 (together with the Series A Notes, the "Old Notes"), of which
$200,000,000 aggregate principal amount is outstanding. The form and terms of
the Exchange Notes are the same as the form and terms of the Old Notes except
that (a) the Exchange Notes will bear a Series C and a Series D designation,
respectively, (b) the Exchange Notes will have been registered under the
Securities Act and will not bear legends restricting transfer thereof, (c)
holders of the Exchange Notes will not be entitled to the rights of holders of
Old Notes under the Registration Rights Agreement dated as of November 1, 2000,
between the Company and the initial purchasers of the Old Notes (the
"Registration Rights Agreement") and (d) the Exchange Notes will not contain
certain terms with respect to certain liquidated damages. The Exchange Notes
will evidence the same debt as the Old Notes (which they replace) and will be
issued under and be entitled to the benefits of the Indenture dated as of
November 1, 2000, as supplemented by the Second Supplemental Indenture dated as
of , 2001 (collectively, the "Indenture"), by and between the Company
and The Bank of New York, as trustee. The Old Notes and the Exchange Notes are
sometimes referred to herein collectively as the "Notes." See "The Exchange
Offer" and "Description of the New Notes" in the Prospectus.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Old Notes
either if Old Notes are to be forwarded herewith or if tenders of Old Notes are
to be made by book-entry transfer to an account maintained by Ameren Services
Company (the "Exchange Agent") at The Depository Trust Company (the "Book-Entry
Transfer Facility" or "DTC") pursuant to the procedures set forth in the
Prospectus under "The Exchange Offer -- Procedures for Tendering." Delivery of
this Letter of Transmittal and any other required documents or tenders of Old
Notes by book-entry transfer should be made to the Exchange Agent.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, this Letter of
Transmittal or any other required documents to the Exchange Agent or (iii) who
cannot complete the procedures for book-entry transfer prior to the Expiration
Date may effect a tender of such Old Notes in accordance with the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offer --
Guaranteed Delivery Procedures." See Instruction 2.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY OR TO A
PARTICIPANT THEREOF DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
List below the Old Notes to which this Letter of Transmittal relates. If
the space provided below is inadequate, the certificate numbers, series and
principal amount of Old Notes should be listed on a separate schedule affixed
hereto.
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DESCRIPTION OF OLD NOTES (1) (2) (3)
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Series and
Aggregate Principal Amount
Principal of Old Notes
Name(s) and Address(es) of Registered Holder(s) Certificate Amount of Tendered
(Please fill in, if blank) Number(s)* Old Notes (if less than all)**
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* Need not be completed if Old Notes are being tendered by book-entry holders.
** Old Notes may be tendered in whole or in part in denominations of $100,000 and integral multiples
of $1,000 in excess thereof, provided that if any Old Notes are tendered for exchange in part,
the untendered principal amount thereof must be any integral multiple of $1,000. See instruction
3. Unless this column is completed, a holder will be deemed to have tendered the full aggregate
principal amount of the Old Notes represented by the Old Notes indicated in column 2.
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution__________________________________________________
Account Number_________________________________________________________________
Transaction Code Number________________________________________________________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY 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)__________________________________________________
Name of Eligible Institution that Guaranteed Delivery__________________________
Date of Execution of Notice of Guaranteed Delivery_____________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution__________________________________________________
Account Number_________________________________________________________________
Transaction Code Number________________________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER FACILITY ACCOUNT
NUMBER SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:__________________________________________________________________________
Address:_______________________________________________________________________
____________
(1) The first paragraph of Instruction 4 contains the definition of an
"Eligible Institution."
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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 in exchange for a like aggregate principal amount of
Exchange Notes. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered hereby, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest in
and to such Old Notes.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent its agent and attorney-in-fact (with full knowledge that the Exchange
Agent also acts as the agent of the Company) with respect to the tendered Old
Notes with the full power of substitution (such power of attorney being deemed
to be an irrevocable power coupled with an interest), subject to the right of
withdrawal described in the Prospectus, to (i) deliver certificates for such Old
Notes to the Company and deliver all accompanying evidences of transfer and
authenticity to, or upon the order of, the Company, (ii) present such Old Notes
for transfer on the books of the Company and (iii) receive all benefits and
otherwise exercise all rights of beneficial ownership of such Old Notes, all in
accordance with the terms of the Exchange Offer.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Notes
tendered hereby and that, when the same are accepted for exchange, 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 claims or
proxies. 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 Old Notes
tendered hereby, and the undersigned will comply with its obligations under the
Registration Rights Agreement. The undersigned has read and agreed to all of
the terms of the Exchange Offer.
The undersigned agrees that acceptance of any tendered Old Notes by the
Company and the issuance of Exchange Notes in exchange therefor will constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement and that the Company will have no further obligations or
liabilities thereunder (except in limited circumstances).
The name(s) and address(es) of the registered holders of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Old Notes. The series, Certificate number(s) and
the Old Notes that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance upon interpretations by the staff of the Securities and Exchange
Commission (the "Commission") set forth in certain no-action letters issued to
third parties in similar transactions. On the basis thereof, the Exchange Notes
issued pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by any holder thereof (other than any such holder that is
(i) an "affiliate" of the Company (within the meaning of Rule 405 under the
Securities Act) or (ii) a broker-dealer that acquired the Old Notes in a
transaction other than part of its market-making or other trading activities)
without compliance with the registration and prospectus delivery requirements of
the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such holder's business and such holder has no arrangement or
understanding with any person to participate in the distribution of such
Exchange Notes. However, the Commission has not considered the Exchange Offer
in the context of a no-action letter and there can be no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Offer as in such other circumstances.
The undersigned represents that (i) neither it nor any person receiving the
Exchange Notes through it is an "affiliate" of the Company (within the meaning
of Rule 405 under the Securities Act), (ii) it is not a broker-dealer tendering
Old Notes acquired directly from the Company, (iii) the Exchange Notes are to be
acquired by it or any other person receiving Exchange Notes through it, whether
or not such person is the holder, in the ordinary course of business, (iv)
neither it nor any person receiving the Exchange Notes through it (other than a
broker-dealer referred to in the next paragraph) is engaging, or intends to
engage, in the distribution of the Exchange Notes, (v) neither it nor any person
receiving the Exchange Notes through it has any arrangement or understanding
with any person to participate in the distribution of the Exchange Notes and
(vi) it, on behalf of itself and any other person receiving Exchange Notes
through it, acknowledges that if it or any such other person is deemed to have
participated in the
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Exchange Offer for the purpose of distributing the Exchange Notes, it and any
such other person must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale of the Exchange
Notes and cannot rely on the interpretations by the staff of the Commission set
forth in certain no-action letters referred to above that were issued to third
parties in similar transactions and on which the Company is relying in making
the Exchange Offer.
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus may be used by a Participating Broker-Dealer
(as defined below) in connection with resales of Exchange Notes received in
exchange for Old Notes, where such Old 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 ending 270 days after the consummation of
the Exchange Offer or, if earlier, when all such Exchange Notes have been
disposed of by such Participating Broker-Dealer. Each such Participating
Broker-Dealer, by tendering Old Notes and executing this Letter of Transmittal,
acknowledges that it (i) acquired the Old Notes for its own account as a result
of market-making activities or other trading activities, (ii) has not entered
into any arrangement or understanding with the Company or any "affiliate" of the
Company (within the meaning of the Rule 405 under the Securities Act) to
distribute the Exchange Notes to be received in the Exchange Offer and (iii)
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes. By acknowledging that it
will deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, such Participating Broker-
Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
Each broker-dealer who acquired Old Notes for its own account as a result
of market-making or other trading activities (a "Participating Broker-Dealer"),
by tendering such Old Notes and executing this Letter of Transmittal, agrees
that, upon receipt of notice from the Company of the occurrence of any event or
the discovery of any fact that makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or that causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in the light of the
circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the Registration Rights Agreement, such
Participating Broker-Dealer will suspend the sale of Exchange Notes pursuant to
the Prospectus until the Company 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 the Company has
given notice that the sale of the Exchange Notes may be resumed, as the case may
be. If the Company gives such notice to suspend the sale of the Exchange Notes,
the 270-day period referred to above during which Participating Broker-Dealers
are entitled to use the Prospectus in connection with the resale of Exchange
Notes shall be extended 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 Notes or to and
including the date on which the Company has given notice that the sale of
Exchange Notes may be resumed, as the case may be.
The undersigned understands that tenders of the Old Notes pursuant to any
one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto and the acceptance
thereof by the Company will constitute agreement between the undersigned and the
Company in accordance with the terms and subject to the conditions set forth
herein and in the Prospectus.
The undersigned recognizes that, under certain circumstances set forth in
the Prospectus under "The Exchange Offer -- Conditions of the Exchange Offer,"
the Company will not be required to accept for exchange any of the Old Notes
tendered. Old Notes not accepted for exchange or withdrawn will be returned to
the undersigned at the address set forth below unless otherwise indicated in the
box entitled "Special Delivery Instructions" below (or, in the case of Old Notes
tendered by book-entry transfer, credited to an account maintained by the
tendering holder at DTC).
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange Notes
(and, if applicable, any substitute certificates representing Old Notes not
exchanged or not accepted for exchange) be issued in the name(s) of the
undersigned and be delivered to the undersigned at the address, or, in the case
of book-entry transfer of Old Notes, be credited to the account at DTC shown
above in the box entitled "Description of Old Notes."
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The Exchange Notes will bear interest as described in the Prospectus.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. 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. This tender may be
withdrawn only in accordance with the procedures set forth in the Prospectus and
in the instructions contained in this Letter of Transmittal.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OLD NOTES AND
THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT OR, IN THE CASE OF A BOOK-ENTRY
TENDER, BY INSTRUCTING A DTC PARTICIPANT TO SEND AN AGENT'S MESSAGE TO THE
EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN
SUCH BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERED HOLDERS)
(Complete accompanying Substitute Form W-9)
X_____________________________________ Date:___________________________ , 2001
X_____________________________________ Date:___________________________ , 2001
Signature(s) of Owner(s)
The above lines must be signed by the registered holder(s) exactly as their
name(s) appear(s) on the Old Notes, 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 Old Notes to which this Letter of Transmittal relate are held of record by
two or more joint holders, then all such holders must sign this. 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 please set forth full title. See Instruction 4.
Name(s):_______________________________________________________________________
_______________________________________________________________________________
(Please Type or Print)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
(Including Zip Code)
Area Code and Telephone Number:________________________________________________
Tax Identification or
Social Security Number(s):_____________________________________________________
SIGNATURE GUARANTEE
(If required by Instruction 4)
Signatures Guaranteed
by an Eligible Institution:____________________________________________________
(Authorized Signature)
_______________________________________________________________________________
(Title)
_______________________________________________________________________________
(Name of Firm)
_______________________________________________________________________________
(Address and Telephone Number)
Dated:_____________________, 2001 Medallion Guarantee Stamp:
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 4 and 5) (See Instructions 4 and 5)
To be completed ONLY if certificates for To be completed ONLY if certificates for Old
Old Notes not exchanged and/or Exchange Notes not exchanged and/or Exchange Notes are
Notes are to be issued in the name of and to be sent to someone other than the person or
sent to someone other than the person persons whose signature(s) appear(s) on this
or persons whose signature(s) appear(s) Letter of Transmittal above or to such person
on this Letter of Transmittal above. or persons at an address other than shown in
the box above entitled "Description of Old
Notes."
Issue Exchange Notes and/or Old Notes to:
Deliver Exchange Notes and/or Old Notes to:
Name(s):________________________________
(Please Type or Print) Name(s):__________________________________
(Please Type or Print)
Address:________________________________
________________________________________ __________________________________________
(Zip Code) (Please Type or Print)
Telephone Number:_______________________ Address:__________________________________
__________________________________________
Tax Identification or (Zip Code)
Social Security Number(s):______________
Telephone Number:_________________________
(Complete Substitute Form W-9) Tax Identification or
Social Security Number(s):________________
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS
LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (OR, IN THE CASE OF A BOOK-ENTRY
TRANSFER, AN AGENT'S MESSAGE) (TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES
AND ANY OTHER DOCUMENTS REQUIRED) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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INSTRUCTIONS TO REGISTERED HOLDER AND/OR BOOK-ENTRY
TRANSFER FACILITY PARTICIPANT FROM BENEFICIAL OWNER
Forming Part of the Terms and Conditions of the Exchange Offer
1. Procedures for Tendering.
Only a holder of Old Notes may tender such Old Notes in the Exchange Offer.
To tender in the Exchange Offer, a holder must complete, sign and date this
Letter of Transmittal, or a facsimile thereof, have the signatures thereon
guaranteed if required by this Letter of Transmittal or transmit an Agent's
Message in connection with a book-entry transfer, and mail or otherwise deliver
this Letter of Transmittal or a facsimile hereof or Agent's Message, together
with the Old Notes and any other required documents, to the Exchange Agent prior
to 5:00 p.m., New York City time, on the Expiration Date. To be tendered
effectively, the Old Notes, this Letter of Transmittal or Agent's Message and
other required documents must be completed and received by the Exchange Agent at
the address set forth above prior to 5:00 p.m., New York City time, on the
Expiration Date. Delivery of the Old Notes may be made by book-entry transfer
in accordance with the procedures described below. Confirmation of such book-
entry transfer must be received by the Exchange Agent prior to the Expiration
Date.
The term "Agent's Message" means a message, transmitted by a book-entry
transfer facility to, and received by, the Exchange Agent forming a part of a
confirmation of a book-entry, which states that such book-entry transfer
facility has received an express acknowledgment from the participant in such
book-entry transfer facility tendering the Old Notes that such participant has
received and agrees: (i) to participate in the Automated Tender Option Program
("ATOP"); (ii) to be bound by the terms of this Letter of Transmittal; and (iii)
that the Company may enforce such agreement against such participant.
By executing this Letter of Transmittal or Agent's Message, each holder
will make to the Company the representations set forth above that are also
described in the Prospectus in the third paragraph under the heading "The
Exchange Offer -- Terms of the Exchange Offer."
The Company shall be deemed to have accepted validly tendered Old Notes
when, as and if the Company has given oral or written notice thereof to the
Exchange Agent. The Exchange Agent will act as agent for the tendering holders
for the purpose of receiving the Exchange Notes from the Company.
The tender by a holder and the acceptance thereof by the Company will
constitute agreement between such holder and the Company in accordance with the
terms and subject to the conditions set forth in the Prospectus and in this
Letter of Transmittal.
THE METHOD OF DELIVERY OF OLD NOTES AND THIS LETTER OF TRANSMITTAL OR
AGENT'S MESSAGE AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND SOLE RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN
ACTUALLY CONFIRMED BY THE EXCHANGE AGENT. AS AN ALTERNATIVE TO DELIVERY BY
MAIL, HOLDERS MAY WISH TO CONSIDER 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 OLD NOTES SHOULD
BE SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS
FOR SUCH HOLDERS.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct such
registered holder to tender on such beneficial owner's behalf.
Although delivery of the Old Notes may be effected through book-entry
transfer into the Exchange Agent's account at the Book-Entry Transfer Facility,
unless an Agent's Message is received by the Exchange Agent in compliance with
ATOP, an appropriate Letter of Transmittal properly completed and duly executed
with any required signature guarantee and all other required documents must in
each case be transmitted to and received or confirmed by the Exchange Agent at
its address set forth below, on or prior to the Expiration Date, or, if the
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guaranteed delivery procedures described below are complied with, within the
time period provided under such procedures. Delivery of documents to the Book-
Entry Transfer Facility does not constitute delivery to the Exchange Agent
unless an Agent's Message is received by the Exchange Agent.
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 the Company or counsel for the
Company, be unlawful. The Company also reserves the right in its sole
discretion 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)
will 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.
Although the Company intends to notify holders of defects or irregularities
with respect to tenders of Old Notes, neither the Company, the Exchange Agent
nor any person shall incur any liability for failure to give such notification.
Tender 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, unless otherwise provided in this Letter of
Transmittal, as soon as practicable following the Expiration Date.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available, (ii) who cannot deliver their Old Notes, this Letter of
Transmittal or any other required documents to the Exchange Agent or (iii) who
cannot complete the procedures for book-entry transfer, prior to the Expiration
Date, may effect a tender if:
(a) the tender is made through an Eligible Institution (as defined
in Instruction 4);
(b) prior to the Expiration Date, the Exchange Agent received from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the holder, the certificate number(s)
of the Old Notes and the principal amount of Old Notes tendered, stating
that the tender is being made thereby and guaranteeing that, within three
New York Stock Exchange trading days after the Expiration Date, this Letter
of Transmittal (or facsimile hereof) (or, in the case of a book-entry
transfer, an Agent's Message) together with the certificate(s) representing
the Old Notes (or a confirmation of book-entry transfer of such Old Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility), and
any other documents required by this Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) the certificate(s) representing all tendered Old Notes in proper
form for transfer (or a confirmation of a book-entry transfer of such Old
Notes into the Exchange Agent's account at the Book-Entry Transfer
Facility), together with this Letter of Transmittal (of facsimile hereof),
properly completed and duly executed, with any required signature
guarantees (or, in the case of a book-entry transfer, an Agent's Message)
and all other documents required by the Letter of Transmittal are received
by the Exchange Agent within three New York Stock Exchange trading days
after the Expiration Date.
Upon request to Morrow & Co., Inc. (the "Information Agent"), a Notice of
Guaranteed Delivery will be sent to holders who wish to tender their Old Notes
according to the guaranteed delivery procedures set forth above. You may contact
the Information Agent at 455 Park Avenue, 5th Floor, New York, New York 10022,
Attention: John Ferguson, Personal and Confidential, telephone number (212) 754-
8000. Banks and brokerage firms should contact the Information Agent at (800)
654-2468. You may also contact the Information Agent via e-mail at
ameren.info@morrowco.com.
3. Partial Tenders and Withdrawal Rights.
The Company will issue $100,000 principal amount of Exchange Notes and
integral multiples of $1,000 in excess thereof in exchange for each $100,000
principal amount of outstanding Old Notes and integral multiples of $1,000 in
excess thereof accepted in the Exchange Offer. Holders may tender some or all
of their Old Notes
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pursuant to the Exchange Offer. However, Old Notes may be tendered only in
integral multiples of $100,000 and integral multiples of $1,000 in excess
thereof. If less than all the Old Notes evidenced by any Certificate submitted
are to be tendered, fill in the principal amount of Old Notes which are to be
tendered in the box entitled "Principal Amount of Old Notes Tendered (if less
than all)." In such case, new certificate(s) for the remainder of the Old Notes
that were evidenced by your old certificate(s) will only be sent to the holder
of the Old Notes (or, in the case of Old Notes tendered pursuant to book-entry
transfer, will only be credited to the account at DTC maintained by the holder
of the Old Notes) promptly after the Expiration Date. All Old Notes represented
by certificates or subject to a Book-Entry Confirmation delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided in the Prospectus, tenders of Old Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date.
To withdraw a tender of Old Notes in the Exchange Offer, a telegram, telex,
letter or facsimile transmission notice of withdrawal (or, in the case of Old
Notes tendered pursuant to book-entry transfer, an Agent's Message) 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. Any such notice of withdrawal
must (i) specify the name of the person having deposited the Old Notes to be
withdrawn (the "Depositor"), (ii) identify the Old Notes to be withdrawn
(including the certificate number(s) and principal amount of such Old Notes, or,
in the case of Old Notes transferred by book-entry transfer, the name and number
of the account at the Book-Entry Transfer Facility to be credited), (iii) be
signed by the holder in the same manner as the original signature on this Letter
of Transmittal by which such Old Notes were tendered (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee with respect to the Old Notes register the transfer of such Old
Notes into the name of the person withdrawing the tender and (iv) specify the
name in which any such Old Notes are to be registered, if different from that of
the Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for purposes of the
Exchange Offer and no Exchange Notes will be issued with respect thereto unless
the Old Notes so withdrawn are validly retendered. Any Old Notes which have
been tendered but that are not accepted for exchange will be returned to the
holder thereof without cost to such holder as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described above under "Procedures for Tendering" at any time prior to the
Expiration Date.
4. Signatures on this Letter of Transmittal; Bond Powers and Endorsements;
Guarantee of Signatures.
Signatures on this Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution (as defined below)
unless the Old Notes tendered pursuant thereto are tendered (i) by a registered
holder who has not completed the box entitled "Special Issuance Instructions" or
"Special Delivery Instructions" on this Letter of Transmittal or (ii) for the
account of an Eligible Institution. In the event that signatures on a Letter of
Transmittal or a notice of withdrawal, as the case may be, are required to be
guaranteed, such guarantee must be by a member firm of the Medallion System (an
"Eligible Institution").
If this Letter of Transmittal is signed by a person other than the
registered holder of any Old Notes listed herein, such Old Notes must be
endorsed or accompanied by a properly completed bond power, signed by such
registered holder as such registered holder's name appears on such Old Notes
with the signature thereon guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Old Notes 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 evidence satisfactory to the
Company of their authority to so act must be submitted with this Letter of
Transmittal.
5. Special Issuance and Delivery Instructions.
Tendering holders of Old Notes should indicate in the applicable box the
name and address or account at DTC to which Exchange Notes issued pursuant to
the Exchange Offer and/or substitute Old Notes for principal amounts not
tendered or not accepted for exchange are to be issued, sent or deposited if
different from the name and
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address or account 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. If no such instructions are
given, any Exchange Notes will be issued in the name of, and delivered to, the
name and address (or account at DTC, in the case of any tender by book-entry
transfer) of the person signing this Letter of Transmittal, and any Old Notes
not accepted for exchange will be returned to the name and address (or account
at DTC, in the case of any tender by book-entry transfer) of the person signing
this Letter of Transmittal.
6. Backup Federal Income Tax Withholding and Substitute Form W-9.
Under the federal income tax laws, payments that may be made by the Company
on account of Exchange Notes issued pursuant to the Exchange Offer may be
subject to backup withholding at the rate of 31%. In order to avoid such backup
withholding, each tendering holder should complete and sign the Substitute Form
W-9 included in this Letter of Transmittal and either (a) provide the correct
taxpayer identification number ("TIN") and certify, under penalties of perjury,
that the TIN provided is correct and that (i) the holder has not been notified
by the Internal Revenue Service (the "IRS") that the holder is subject to backup
withholding as a result of failure to report all interest or dividends or (ii)
the IRS has notified the holder that the holder is no longer subject to backup
withholding; or (b) provide an adequate basis for exemption. If the tendering
holder has not been issued a TIN and has applied for one, or intends to apply
for one in the near future, such holder should write "Applied For" in the space
provided for the TIN in Part I of the Substitute Form W-9, sign and date the
Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer
Identification Number. If "Applied For" is written in Part I, the Company (or
the Paying Agent under the Indenture governing the Exchange Notes) will retain
31% of payments made to the tendering holder during the 60-day period following
the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent
or the Company with its TIN within 60-days after the date of the Substitute Form
W-9, the Company (or the Paying Agent) will remit such amounts retained during
the 60-day period 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 or the Company with its TIN within such 60-
day period, the Company (or the Paying Agent) will remit such previously
retained amounts to the IRS as backup withholding. In general, if a holder is
an individual, the taxpayer identification number is the Social Security Number
of such individual. If the Exchange Agent or the Company is not provided with
the correct taxpayer identification number, the holder may be subject to a $50
penalty imposed by the IRS. Certain holders (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, such holder must submit a statement (generally,
IRS Form W-8), signed under penalties of perjury, attesting to that individual's
exempt status. Such statements can be obtained from the Information Agent. For
further information concerning backup withholding and instructions for
completing the Substitute Form W-9 (including how to obtain a taxpayer
identification number if you do not have one and how to complete the Substitute
Form W-9 if Old Notes are registered in more than one name), consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Failure to complete the Substitute Form W-9 will not, by itself, cause Old
Notes to be deemed invalidly tendered, but may require the Company (or the
Paying Agent) to withhold 31% of the amount of any payments made on account of
the Exchange Notes. Backup withholding is not an additional federal income tax.
Rather, the 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.
7. Transfer Taxes.
Holders who tender Old Notes in the Exchange Offer will be required to pay
brokerage commissions or fees or transfer taxes with respect to the exchange of
Old Notes pursuant to the Exchange Offer. The Company will pay charges and
expenses in connection with the Exchange Offer to the extent indicated in the
Registration Rights Agreement. See "The Exchange Offer -- Fees and Expenses" in
the Prospectus.
8. Waiver of Conditions.
The Company reserves the absolute right to waive, in whole or in part, any
of the conditions to the Exchange Offer set forth herein or in the Prospectus.
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9. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders of Old Notes
or transmittals of this Letter of Transmittal will be accepted. All tendering
holders of Old Notes, by execution of this Letter of Transmittal, shall waive
any right to receive notice of the acceptance of their Old Notes for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of defects or irregularities in any tender, nor shall any of them
incur any liability for failure to give any such notice.
10. Inadequate Space.
If the space provided herein is inadequate, the aggregate principal amount
of Old Notes being tendered and the certificate number or numbers (if
applicable) should be listed on a separate schedule attached hereto and
separately signed by all parties required to sign this Letter of Transmittal.
11. Mutilated, Lost, Stolen or Destroyed Old Notes.
If any certificate has been lost, mutilated, destroyed or stolen, the
holder should promptly notify The Bank of New York, at 101 Barclay Street, New
York, New York 10286, Attention: Bondholder Relations, telephone number
(800) 548-5075. The holder will then be instructed as to the steps that must be
taken to replace the certificate. This Letter of Transmittal and related
documents cannot be processed until the Old Notes have been replaced.
12. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Information Agent at the address and telephone number indicated
above.
13. Validity of Tenders.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance 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 right to reject any and all Old Notes not validly tendered
or any Old Notes, the Company's acceptance of which may, in the opinion of the
Company or counsel to the Company, be unlawful. The Company also reserves the
right to waive any conditions of the Exchange Offer or defects or irregularities
in tenders of Old Notes as to any ineligibility of any holder who seeks to
tender Old Notes in the Exchange Offer, whether or not similar conditions or
irregularities are waived in the case of other holders. The interpretation of
the terms and conditions of the Exchange Offer (including this Letter of
Transmittal and the instructions hereto) by the Company 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. The Company will use reasonable efforts to give
notification of defects or irregularities with respect to tenders of Old Notes,
but neither the Company nor the Exchange Agent shall incur any liability for
failure to give such notification.
14. Acceptance of Tendered Old Notes and Issuance of Exchange Notes; Return of
Old Notes.
Subject to the terms and conditions of the Exchange Offer, the Company will
accept for exchange all validly tendered Old Notes as soon as practicable after
the Expiration Date and will issue Exchange Notes therefor as soon as
practicable thereafter. For purposes of the Exchange Offer, the Company shall
be deemed to have accepted tendered Old Notes when, as and if the Company has
given written and oral notice thereof to the Exchange Agent. If any tendered
Old Notes are not exchanged pursuant to the Exchange Offer for any reason, such
unexchanged Old Notes will be returned, without expense, to the name and address
shown above or, if Old Notes have been tendered by book-entry transfer, to the
account at DTC shown above, or at a different address or account at DTC as may
be indicated under "Special Delivery Instructions."
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(See Instruction 6)
PAYOR'S NAME: ___________________________________
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I -- Taxpayer Identification Number
____________________________
Social Security Number
FORM W-9 Enter your taxpayer identification number in the
Department of the Treasury appropriate box. For most individuals, this is your OR
Internal Revenue Service Social Security Number. If you do not have a number,
see how to obtain a "TIN" in the enclosed Guidelines. _______________________________
Employer Identification Number
NOTE: If the account is in more than one name, see the
chart on page 2 of the enclosed Guidelines to determine
what number to give.
---------------------------------------------------------------------------------------------
Part II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)
---------------------------------------------------------------------------------------------
Payor's Request for CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
Taxpayer Identification (1) the number shown on this form is my correct Taxpayer Identification Number (or I am
Number ("TIN") and waiting for a number to be issued to me), and
Certification (2) I am not subject to backup withholding either because 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 the IRS has notified me that
I am no longer subject to backup withholding.
SIGNATURE________________________________________ DATE_____________________________
- ------------------------------------------------------------------------------------------------------------------------------------
Certificate Guidelines -- 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 under reporting of interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no
longer subject to backup withholding, do not cross out Item (2).
- ---------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a Taxpayer IdentificaTion
Number has not been issued to me and that I mailed or delivered an application
to receive a Taxpayer Identification Number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or 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, 31% of all payments made
to me on account of the Exchange Notes shall be retained until I provide a
Taxpayer Identification Number to the payor 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 a 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_________________________
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE EXCHANGE NOTES.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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