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EXHIBIT 99.1
FORM OF LETTER OF TRANSMITTAL
NATIONAL COMMERCE CAPITAL TRUST I
OFFER TO EXCHANGE ITS
FLOATING RATE CAPITAL TRUST PASS-THROUGH SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
FLOATING RATE CAPITAL TRUST PASS-THROUGH SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
PURSUANT TO THE PROSPECTUS DATED ______, 1997.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON ________, 1997 UNLESS
THE OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York
101 Barclay Street
New York, New York 10286
Corporate Trust Services Window
Ground Level
Attn: Reorganization Section
Enriquez Lopez
FACSIMILE TRANSMISSIONS: (Eligible Institutions Only)
(212) 571-3080
To confirm by telephone or for information call:
(212) 815-6333
BY REGISTERED OR CERTIFIED MAIL:
The Bank of New York
101 Barclay Street, 7E
New York, New York 10286
Attn: Reorganization Section
Enriquez Lopez
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 ACCOMPANYING THIS LETTER OF
TRANSMITTAL 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). YOU ARE ENCOURAGED TO REVIEW THE
SECTION ENTITLED "CERTAIN DEFINED TERMS" IN THE
PROSPECTUS.
The undersigned acknowledges that he or she has
received the Prospectus, dated _________, 1997 (as the
same may be amended or supplemented from time to time,
the "Prospectus"), of National Commerce Bancorporation,
a Tennessee corporation ("NCBC"), and National Commerce
Capital Trust I, a Delaware business trust (the
"Trust"), and this Letter of Transmittal, which together
constitute NCBC's and the Trust's offer (the "Exchange
Offer") to exchange an aggregate liquidation amount of
up to $50,000,000 of the Trust's Floating Rate Capital
Trust Pass-through Securities (the "Old Capital
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Securities") for a like aggregate liquidation amount of
the Trust's Floating Rate Capital Trust Pass-through
Securities (the "New Capital Securities") which have been
registered under the Securities Act of 1933 (the
"Securities Act").
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 Capital Securities either if Old Capital
Securities are to be forwarded herewith or if tenders of
Old Capital Securities 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 Old
Capital Securities" in the Prospectus.
Holders of Old Capital Securities whose
certificates (the "Certificates") for such Old Capital
Securities 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 Old Capital
Securities according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Procedures
for Tendering Old Capital Securities" 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.
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.
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ALL TENDERING HOLDERS COMPLETE THIS BOX
_______________________________________________________
DESCRIPTION OF OLD CAPITAL SECURITIES TENDERED
Name(s) and Address(es) of Registered Holder(s):
(Please fill in, if blank)
Certificate Number(s)*
Aggregate Liquidation Amount of Old Capital Securities
Liquidation Amount of Old Capital Securities Tendered**
Total Amount Tendered:
_______________________________________________________
* Need not be completed by book-entry holders.
** Old Capital Securities 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 Capital Securities are
tendered for exchange in part, the untendered
principal amount thereof must be $100,000 or any
integral multiple of $1,000 in excess thereof.
All Old Capital Securities 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 OLD CAPITAL SECURITIES 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 OLD CAPITAL
SECURITIES 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 OLD CAPITAL SECURITIES
ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED OLD CAPITAL SECURITIES ARE TO BE
RETURNED BY CREDITING THE DTC ACCOUNT NUMBER
SET FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO
ACQUIRED THE OLD CAPITAL SECURITIES 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: _______________________________________
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Ladies and Gentlemen:
Upon the terms and subject to the conditions of
the Exchange Offer, the undersigned hereby tenders to
NCBC and the Trust the above described aggregate
liquidation amount of Old Capital Securities in exchange
for a like aggregate liquidation amount of New Capital
Securities.
Subject to and effective upon the acceptance for
exchange of all or any portion of the Old Capital
Securities 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 the Trust all right, title and
interest in and to such Old Capital Securities 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 NCBC
and the Trust in connection with the Exchange Offer)
with respect to the tendered Old Capital Securities,
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 Old Capital Securities to NCBC or the
Trust together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the
Trust, upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Capital Securities to be
issued in exchange for such Old Capital Securities; (ii)
present Certificates for such Old Capital Securities for
transfer, and to transfer the Old Capital Securities on
the books of the Trust; and (iii) receive for the
account of the Trust all benefits and otherwise exercise
all rights of beneficial ownership of such Old Capital
Securities, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS
THAT THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO
TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
CAPITAL SECURITIES TENDERED HEREBY AND THAT, WHEN THE
SAME ARE ACCEPTED FOR EXCHANGE, THE TRUST WILL ACQUIRE
GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE
AND CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND
ENCUMBRANCES, AND THAT THE OLD CAPITAL SECURITIES
TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR
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PROXIES. THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE
AND DELIVER ANY ADDITIONAL DOCUMENTS DEEMED BY NCBC, THE
TRUST OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE
TO COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE
OLD CAPITAL SECURITIES 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 Old Capital Securities tendered hereby
should be printed above, if they are not already set
forth above, as they appear on the Certificates
representing such Old Capital Securities. The
Certificate number(s) and the Old Capital Securities
that the undersigned wishes to tender should be
indicated in the appropriate boxes above.
If any tendered Old Capital Securities are not
exchanged pursuant to the Exchange Offer for any reason,
or if Certificates are submitted for more Old Capital
Securities than are tendered or accepted for exchange,
Certificates for such nonexchanged or nontendered Old
Capital Securities will be returned (or, in the case of
Old Capital Securities tendered by book-entry transfer,
such Old Capital Securities 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.
The undersigned understands that tenders of Old
Capital Securities pursuant to any one of the procedures
described in "The Exchange Offer--Procedures for
Tendering Old Capital Securities" in the Prospectus and
in the instructions attached hereto will, upon NCBC's
and the Trust's acceptance for exchange of such tendered
Old Capital Securities, constitute a binding agreement
among the undersigned, NCBC and the Trust upon the
terms and subject to the conditions of the Exchange
Offer. The undersigned recognizes that, under certain
circumstances set forth in the Prospectus, NCBC and the
Trust may not be required to accept for exchange any of
the Old Capital Securities tendered hereby.
Unless otherwise indicated herein in the box
entitled "Special Issuance Instructions" below, the
undersigned hereby directs that the New Capital
Securities be issued in the name(s) of the undersigned
or, in the case of a book-entry transfer of Old Capital
Securities, that such New Capital Securities be credited
to the account indicated above maintained at DTC. If
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applicable, substitute Certificates representing Old
Capital Securities not exchanged or not accepted for
exchange will be issued to the undersigned or, in the
case of a book-entry transfer of Old Capital Securities,
will be credited to the account indicated above
maintained at DTC. Similarly, unless otherwise
indicated under "Special Delivery Instructions", please
deliver New Capital Securities to the undersigned at the
address shown below the undersigned's signature.
BY TENDERING OLD CAPITAL SECURITIES AND
EXECUTING THIS LETTER OF TRANSMITTAL, THE UNDERSIGNED
HEREBY REPRESENTS AND AGREES THAT (A) THE UNDERSIGNED
IS NOT AN "AFFILIATE" OF NCBC OR THE TRUST, (B) ANY
NEW CAPITAL SECURITIES TO BE RECEIVED BY THE
UNDERSIGNED ARE BEING ACQUIRED IN THE ORDINARY COURSE
OF ITS BUSINESS, (C) THE UNDERSIGNED HAS NO
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO
PARTICIPATE IN A DISTRIBUTION (WITHIN THE MEANING OF
THE SECURITIES ACT) OF NEW CAPITAL SECURITIES TO BE
RECEIVED IN THE EXCHANGE OFFER, AND (D) 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 NEW CAPITAL SECURITIES. BY TENDERING OLD
CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER AND
EXECUTING THIS LETTER OF TRANSMITTAL, A HOLDER OF OLD
CAPITAL SECURITIES 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 (X) SUCH OLD CAPITAL
SECURITIES HELD BY THE BROKER-DEALER ARE HELD ONLY AS
A NOMINEE, OR (Y) SUCH OLD CAPITAL SECURITIES 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) IN
CONNECTION WITH ANY RESALE OF SUCH NEW CAPITAL
SECURITIES (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).
THE UNDERSIGNED ACKNOWLEDGES THAT THIS EXCHANGE
OFFER IS BEING MADE BY THE COMPANY AND THE TRUST BASED
UPON THE COMPANY'S AND TRUST'S UNDERSTANDING OF AN
INTERPRETATION BY THE STAFF OF THE SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") AS SET FORTH IN
NO-ACTION LETTERS ISSUED TO THIRD PARTIES, THAT THE NEW
CAPITAL SECURITIES ISSUED IN EXCHANGE FOR OLD CAPITAL
SECURITIES BY HOLDERS THEREOF (OTHER THAN TO HOLDERS
THAT ARE "AFFILIATES" OF THE COMPANY OR THE TRUST
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES
ACT), MAY BE SO ISSUED WITHOUT COMPLIANCE WITH THE
REGISTRATION AND PROSPECTUS DELIVERY PROVISIONS OF THE
SECURITIES ACT, PROVIDED THAT: (i) SUCH HOLDERS ARE
NOT AFFILIATES OF THE COMPANY OR THE TRUST WITHIN THE
MEANING OF RULE 405 UNDER THE SECURITIES ACT; (ii) SUCH
NEW CAPITAL SECURITIES ARE ACQUIRED IN THE ORDINARY
COURSE OF SUCH HOLDERS' BUSINESS; AND (iii) SUCH
HOLDERS ARE NOT ENGAGED IN, AND DO NOT INTEND TO
ENGAGE IN, A DISTRIBUTION OF SUCH NEW CAPITAL
SECURITIES AND HAVE NO ARRANGEMENT OR UNDERSTANDING
WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION
OF SUCH NEW CAPITAL SECURITIES. HOWEVER, THE STAFF
OF 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 OTHER CIRCUMSTANCES. IF A
HOLDER OF OLD CAPITAL SECURITIES IS AN AFFILIATE OF
THE COMPANY, OR IS ENGAGED IN OR INTENDS TO ENGAGE
IN A DISTRIBUTION OF THE NEW CAPITAL SECURITIES OR
HAS ANY ARRANGEMENT OR UNDERSTANDING WITH RESPECT
TO THE DISTRIBUTION OF THE NEW CAPITAL SECURITIES
TO BE ACQUIRED PURSUANT TO THE EXCHANGE OFFER, SUCH
HOLDER COULD NOT RELY ON THE APPLICABLE
INTERPRETATIONS OF THE STAFF OF THE COMMISSION AND
MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN
CONNECTION WITH ANY SECONDARY RESALE TRANSACTION.
NCBC AND THE TRUST 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 NEW CAPITAL SECURITIES RECEIVED IN EXCHANGE
FOR OLD CAPITAL SECURITIES, WHERE SUCH OLD CAPITAL
SECURITIES WERE ACQUIRED BY SUCH PARTICIPATING
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BROKER-DEALER FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES,
FOR A PERIOD ENDING ONE YEAR AFTER THE EXPIRATION DATE
(SUBJECT TO EXTENSION UNDER CERTAIN LIMITED
CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS) OR, IF
EARLIER, WHEN ALL SUCH NEW CAPITAL SECURITIES HAVE
BEEN DISPOSED OF BY SUCH PARTICIPATING BROKER-DEALER.
IN THAT REGARD, EACH BROKER-DEALER WHO ACQUIRED OLD
CAPITAL SECURITIES FOR ITS OWN ACCOUNT AS A RESULT OF
MARKET-MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD
CAPITAL SECURITIES AND EXECUTING THIS LETTER OF
TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM
NCBC OR THE TRUST OF THE OCCURRENCE OF ANY EVENT OR
THE DISCOVERY OF ANY FACT WHICH MAKES ANY STATEMENT
CONTAINED OR INCORPORATED BY REFERENCE IN THE
PROSPECTUS UNTRUE IN ANY MATERIAL RESPECT OR WHICH
CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN 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 NEW CAPITAL SECURITIES PURSUANT TO THE PROSPECTUS
UNTIL (A) NCBC AND THE TRUST HAVE AMENDED OR
SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAVE FURNISHED COPIES OF
THE AMENDED OR SUPPLEMENTED PROSPECTUS TO THE
PARTICIPATING BROKER-DEALER OR (B) NCBC OR THE TRUST
HAS GIVEN NOTICE THAT THE SALE OF THE NEW CAPITAL
SECURITIES MAY BE RESUMED, AS THE CASE MAY BE. IF NCBC
OR THE TRUST GIVES SUCH NOTICE TO SUSPEND THE SALE OF
THE NEW CAPITAL SECURITIES, IT SHALL EXTEND THE ONE
YEAR PERIOD REFERRED TO ABOVE DURING WHICH
PARTICIPATING BROKER-DEALERS ARE ENTITLED TO USE THE
PROSPECTUS IN CONNECTION WITH THE RESALE OF NEW
CAPITAL SECURITIES 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 NEW CAPITAL
SECURITIES OR TO AND INCLUDING THE DATE ON WHICH NCBC
OR THE TRUST HAS GIVEN NOTICE THAT THE SALE OF NEW
CAPITAL SECURITIES MAY BE RESUMED, AS THE CASE MAY BE.
Holders of Old Capital Securities whose Old
Capital Securities are accepted for exchange will not
receive accumulated Distributions on such Old Capital
Securities for any period from and after the last
Distribution Payment Date to which Distributions have
been paid or duly provided
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for on such Old Capital Securities prior to the original
issue date of the New Capital Securities or, if no such
Distributions have been paid or duly provided for, will not
receive any accumulated Distributions on such Old Capital
Securities, and the undersigned waives the right to
receive any Distributions on such Old Capital Securities
accumulated from and after such Distribution Payment Date or, if
no such Distributions have been paid or duly provided for,
from and after March 27, 1997.
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.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED
"DESCRIPTION OF OLD CAPITAL SECURITIES" ABOVE AND BY
SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE
OLD CAPITAL SECURITIES AS SET FORTH IN SUCH BOX
HOLDER(S) SIGN HERE (SEE INSTRUCTIONS 2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 ON PAGE ___) (NOTE:
SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY
INSTRUCTION 2):
Must be signed by registered holder(s) exactly as
name(s) appear(s) on Certificate(s) for the Old Capital
Securities 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 the Trust or the Exchange Agent for the Old Capital
Securities to comply with the restrictions on transfer
applicable to the Old Capital Securities). 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
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capacity, please set forth the signer's full title. See
Instruction 5.
________________________________________
________________________________________
(SIGNATURE(S) OF HOLDER(S))
Date: ________________________, 1997
Name(s): _______________________________
_______________________________
(PLEASE PRINT)
Capacity (full title): ________________________________
Address: ___________________________________________
___________________________________________
___________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _______________________
_______________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBERS(S))
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GUARANTEE OF SIGNATURE(S)(SEE INSTRUCTIONS 2 AND 5):
_______________________________________
(AUTHORIZED SIGNATURE)
Date: ________________________, 1997
Name of Firm: ________________________________________
Capacity (full title): _______________________________
(PLEASE PRINT)
Address: ___________________________________________
___________________________________________
___________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _______________________
SPECIAL ISSUANCE INSTRUCTIONS: (SEE INSTRUCTIONS 1, 5
AND 6)
To be completed ONLY if New Capital Securities or Old
Capital Securities that are not tendered are to be
issued in the name of someone other than the
registered holder(s) of the Old Capital Securities whose
name(s) appear(s) above.
Issue
[_] Old Capital Securities not tendered to:
[_] New Capital Securities, to:
Address: ___________________________________________
___________________________________________
___________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _______________________
_______________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBERS(S))
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SPECIAL DELIVERY INSTRUCTIONS (SEE INSTRUCTIONS 1, 5 AND
6):
To be completed ONLY if New Capital Securities or Old
Capital Securities that are not tendered are to be sent to
someone other than the registered holder(s) of the Old
Capital Securities whose name(s) appear(s) above, or
such registered holder(s) at an address other than that
shown above.
Mail
[_] Old Capital Securities not tendered to:
[_] New Capital Securities, to:
Address: ___________________________________________
___________________________________________
___________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: _______________________
_______________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBERS(S))
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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 Old Capital
Securities" in the Prospectus. Certificates, or
timely book-entry confirmation of a book-entry
transfer of such Old Capital Securities 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 its address set forth herein on or
prior to the Expiration Date. The term "book-entry
confirmation" means a timely written confirmation from
DTC of book-entry transfer of Old Capital Securities
into the Exchange Agent's account at DTC. Old Capital
Securities may be tendered in whole or in part in the
principal amount of $100,000 (100 Capital Securities)
and integral multiples of $1,000 in excess thereof,
provided that, if any Old Capital Securities are
tendered for exchange in part, the untendered
principal amount thereof must be $100,000 (100 Capital
Securities) or any integral multiple of $1,000 in
excess thereof.
Holders who wish to tender their Old Capital
Securities and (i) whose Old Capital Securities are not
immediately available or (ii) who cannot deliver their
Old Capital Securities, 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 Old Capital
Securities 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 Old Capital Securities"
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 the Company,
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 Old Capital Securities, in
proper form for transfer, together with a Letter of
Transmittal (or facsimile thereof), properly completed
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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 five New York Stock Exchange, Inc. trading
days after the date of execution of such Notice of
Guaranteed Delivery, all as provided in "The Exchange
Offer--Procedures for Tendering Old Capital Securities"
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 Old Capital Securities 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 NCBC nor the Trust 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.
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 Old Capital Securities) of Old Capital Securities
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16
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 Old Capital Securities 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 Old Capital
Securities" is inadequate, the Certificate number(s)
and/or the principal amount of Old Capital Securities
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.
Tenders of Old Capital Securities will be accepted
only in the principal amount of $100,000 (100 Capital
Securities) and integral multiples of $1,000 in excess
thereof, provided that if any Old Capital Securities
are tendered for exchange in part, the untendered
principal amount thereof must be $100,000 (100 Capital
Securities) or any integral multiple of $1,000 in
excess thereof. If less than all the Old Capital
Securities evidenced by any Certificate submitted are
to be tendered, fill in the principal amount of Old
Capital Securities which are to be tendered in the box
entitled "Principal Amount of Old Capital Securities
Tendered (if less than all)." In such case, new
Certificate(s) for the remainder of the Old Capital
Securities that were evidenced by your old
Certificate(s) will only be sent to the holder of the
Old Capital Security, promptly after the Expiration
Date unless the appropriate boxes on this Letter of
Transmittal are completed. All Old Capital Securities
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
Old Capital Securities 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 one 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 Old Capital Securities to be
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17
withdrawn, the aggregate liquidation amount of Old Capital
Securities to be withdrawn, and (if Certificates for Old
Capital Securities have been tendered) the name of the
registered holder of the Old Capital Securities as set
forth on the Certificate for the Old Capital Securities,
if different from that of the person who tendered such
Old Capital Securities. If Certificates for the Old
Capital Securities have been delivered or otherwise
identified to the Exchange Agent, then prior to the
physical release of such Certificates for the Old
Capital Securities, the tendering holder must submit the
serial numbers shown on the particular Certificates for
the Old Capital Securities to be withdrawn and the
signature on the notice of withdrawal must be guaranteed
by an Eligible Institution, except in the case of Old
Capital Securities tendered for the account of an
Eligible Institution. If Old Capital Securities have
been tendered pursuant to the procedures for book-entry
transfer set forth in "The Exchange Offer--Procedures
for Tendering Old Capital Securities," the notice of
withdrawal must specify the name and number of the
account at DTC to be credited with the withdrawal of Old
Capital Securities, in which case a notice of withdrawal
will be effective if delivered to the Exchange Agent by
written or facsimile transmission. Withdrawals of tenders
of Old Capital Securities may not be rescinded. Old
Capital Securities 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 Old Capital Securities."
All questions as to the validity, form and
eligibility (including time of receipt) of such
withdrawal notices will be determined by NCBC and the
Trust, in their sole discretion, whose determination
shall be final and binding on all parties. NCBC and
the Trust, any affiliates or assigns of NCBC and the
Trust, 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 Old Capital Securities which have
been tendered but which are withdrawn on or prior to
the Expiration Date 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
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18
Transmittal is signed by the registered holder(s) of the
Old Capital Securities 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.
If any of the Old Capital Securities tendered
hereby are owned of record by two or more joint owners,
all such owners must sign this Letter of Transmittal.
If any tendered Old Capital Securities 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 NCBC and the Trust, in their sole
discretion, of each such person's authority to so act.
When this Letter of Transmittal is signed by the
registered owner(s) of the Old Capital Securities listed
and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required
unless New Capital Securities 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 Old
Capital Securities 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 NCBC, the
Trust or the Exchange Agent may require in accordance
with the restrictions on transfer applicable to the
Old Capital Securities. Signatures on such
Certificates or bond powers must be guaranteed by an
Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
If New Capital Securities are to be issued in the name
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19
of a person other than the signer of this Letter of
Transmittal, or if New Capital Securities 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 Old
Capital Securities not exchanged will be returned by
mail or, if tendered by book-entry transfer, by
crediting the account indicated above maintained at
DTC unless the appropriate boxes on this Letter of
Transmittal are completed. See Instruction 4.
7. IRREGULARITIES. NCBC and the Trust 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 Old Capital Securities,
which determination shall be final and binding on all
parties. NCBC and the Trust 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 NCBC and the Trust, be unlawful. NCBC
and the Trust 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 Old
Capital Securities of any particular holder whether or
not similar conditions or irregularities are waived in
the case of other holders. NCBC's and the Trust's
interpretation 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 Old Capital Securities will be
deemed to have been validly made until all
irregularities with respect to such tender have been
cured or waived. NCBC, the Trust, any affiliates or
assigns of NCBC, the Trust, 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 its
address 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.
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20
9. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9.
Under U.S. Federal income tax law, a holder whose
tendered Old Capital Securities are accepted for
exchange is required to provide the Exchange Agent with
such holder's correct taxpayer identification number
("TIN") on the 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
Old Capital Securities exchanged pursuant to the
Exchange Offer may be subject to 31% backup withholding.
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
Old Capital Securities or of the last transferee
appearing on the transfers attached to, or endorsed on,
the Old Capital Securities. If the Old Capital
Securities 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.
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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. WAIVER OF CONDITIONS. NCBC and the Trust
reserve the absolute right to waive satisfaction of any
or all conditions enumerated in the Prospectus.
11. NO CONDITIONAL TENDERS. No alternative,
conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Capital
Securities, by execution and delivery of this Letter
of Transmittal, shall waive any right to receive
notice of the acceptance of their Old Capital
Securities for exchange.
12. LOST, DESTROYED OR STOLEN CERTIFICATES. If
any Certificate(s) representing Old Capital Securities
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.
13. SECURITY TRANSFER TAXES. Holders who tender
their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection
therewith. If, however, New Capital Securities are to
be delivered to, or are to be issued in the name of, any
person other than the registered holder of the Old
Capital Securities tendered, or if a transfer tax is
imposed for any reason other than the exchange of Old
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22
Capital Securities 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 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
_________________________
TO BE COMPLETED BY ALL TENDERING SECURITYHOLDERS
(SEE INSTRUCTION 9)
PAYER'S NAME: THE BANK OF NEW YORK
______________________________________________________
SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY,
INTERNAL REVENUE SERVICE
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
AND CERTIFICATION
______________________________________________________
PART 1-PLEASE PROVIDE YOUR TIN ON THE LINE AT RIGHT AND
CERTIFY BY SIGNING AND DATING BELOW
TIN: _______________________________________________
Social Security Number or Employer
Identification Number
______________________________________________________
PART 2 Awaiting TIN [_]
______________________________________________________
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,
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(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: ___________, 1997
______________________________________________________
You must cross out item (iii) in Part (b) 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF
YOU CHECKED THE BOX IN PART 2 OF SUBSTITUTE FORM W-9
______________________________________________________
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a
taxpayer identification number has not been issued to
me, and either (i) 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 (ii) 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 New Capital
Securities 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
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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: ____________________, 1997
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