EXHIBIT 99.1
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LETTER OF TRANSMITTAL
SALTON SEA FUNDING CORPORA TION
OFFER TO EXCHANGE ITS REGISTERED
7.475% SENIOR SECURED SERIES F BONDS DUE NOVEMBER 30, 2018
FOR ANY AND ALL OF ITS OUTSTANDING
7.475% SENIOR SECURED SERIES F BONDS DUE NOVEMBER 30, 2018
PURSUANT TO THE PROSPECTUS, DATED JUNE 29, 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
JULY 30, 1999, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE
WITHDRAWN PRIOR TO THE EXPIRATION DATE.
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The Exchange Agent
for the Exchange Offer is:
CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
FACSIMILE TRANSMISSIONS:
(214) 672-5746
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(415) 954-9508
By Hand Delivery: By Mail/Courier Service:
The Chase Manhattan Bank Chase Bank of Texas
Corporate Tellers Corporate Trust Services
55 Water St., Rm 234 North Bldg. 1201 Main St., 18th Floor
New York, NY 10041 Dallas, TX 75202
Attention: Frank Ivins
Personal & Confidential
The Information Agent for the Exchange Offer is:
MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, New York 10010
(212) 929-5500
or
(800) 322-2885 (Toll Free)
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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 undersigned acknowledges receipt of the Prospectus, dated June 29,
1999 (as the same may be amended or supplemented from time to time, the
"Prospectus"), of Salton Sea Funding Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal, which may be amended from time to
time (this "Letter"), which together constitute the Company's offer (the
"Exchange Offer") to exchange its 7.475% Senior Secured Series F Bonds Due
November 30, 2018 ("New Securities") for an equal principal amount of its
outstanding 7.475% Senior Secured Series F Bonds Due November 30, 2018 ("Old
Securities"). The New Securities will be obligations of the Company evidencing
the same indebtedness as the Old Securities and will be entitled to the benefits
of the same indenture which governs both the Old Securities and the New
Securities. The form and terms (including principal
amount, interest rate, maturity and ranking) of the New Securities are
substantially identical to the form and terms of the Old Securities other than
interest rate penalties, transfer restrictions and registration rights which
are no longer applicable. Capitalized terms used herein but not defined herein
have the meanings ascribed to them in the Prospectus.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter is to be completed by a holder of Old Securities either if
certificates are to be forwarded herewith or if a tender of Old Securities, if
available, is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer
Facility" or "DTC") pursuant to the procedures set forth in "The Exchange Offer"
section of the Prospectus. Holders of Old Securities whose certificates are not
immediately available, or who are unable to deliver their certificates or
Agent's Message and confirmation of the book-entry tender of their Old
Securities into the Exchange Agent's account at the Book-Entry Transfer Facility
(together with the Agent's Message, the "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent on or prior to the
Expiration Date, must tender their Old Securities according to the guaranteed
delivery procedures set forth in "The Exchange Offer--Procedures for Tendering"
section of the Prospectus. See Instruction 1. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent.
The undersigned has completed, executed and delivered this Letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
The Instructions included with this Letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this Letter may be directed to the Exchange Agent, at the address
listed above, or the Information Agent, at the address listed above.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE
INSTRUCTIONS TO THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW.
List in Box 1 below the Old Securities of which you are the holder. If
the space provided in Box 1 is inadequate, list the certificate numbers and
principal amount of Old Securities on a separate SIGNED schedule and affix that
schedule to this Letter.
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BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
PRINCIPAL AMOUNT PRINCIPAL
OF OLD SECURITIES AMOUNT OF OLD
NAME(S) AND ADDRESS(ES) OF REGISTERED CERTIFICATE REPRESENTED SECURITIES
HOLDER(S) (PLEASE FILL IN, IF BLANK) NUMBER(S)* BY CERTIFICATE(S) TENDERED**
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TOTALS:
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* Need not be completed if Old Securities are being tendered by book-entry transfer.
** Unless otherwise indicated, the entire principal amount of Old Securities represented by acertificate delivered to the
Exchange Agent will be deemed to have been tendered. See Instruction 2. Old Securities tendered hereby must be in a
principal amount of $1,000 and integral multiples thereof, provided that if any Old 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. See Instruction 1.
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(Boxes below to be checked by Eligible Institutions only)
[ ] CHECK HERE IF TENDERED OLD SECURITIES 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 ____________________________________________
DTC Account Number _______________________________________________________
Transaction Code Number __________________________________________________
[] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Owner(s) ___________________________________________
Window Ticket Number (if any) ____________________________________________
Date of Execution of Notice of Guaranteed Delivery _______________________
Name of Institution which Guaranteed Delivery ____________________________
If Guaranteed Delivery is to be made by Book-Entry Transfer:
Name of Tendering Institution ____________________________________________
DTC Account Number _______________________________________________________
Transaction Code Number __________________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD
SECURITIES ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET
FORTH ABOVE.
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD 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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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Company the aggregate principal amount of Old
Securities indicated above. Subject to and effective upon the acceptance for
exchange of all or any portion of the Old 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 exchanges, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the Old
Securities tendered.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as his or her 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 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: (a)
deliver certificates for such Old Securities with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Company upon receipt by
the Exchange Agent, as the undersigned's agent, of the New Securities to which
the undersigned is entitled upon the acceptance by the Company of the Old
Securities tendered under the Exchange Offer; (b) present certificates for such
Old Securities for transfer, and to transfer the Old Securities on the books of
the Company; and (c) receive all benefits and otherwise exercise all rights of
beneficial ownership of the Old Securities, all in accordance with the terms of
the Exchange Offer.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, exchange, assign and transfer the Old Securities
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim. The undersigned will, upon request, execute
and deliver any additional documents deemed by the Company to be necessary or
desirable to complete the assignment and transfer of the Old Securities
tendered. The undersigned has read and agrees to all of the terms of the
Exchange Offer.
The undersigned agrees that acceptance of any tendered Old Securities
by the Company and the issuance of New Securities in exchange therefor shall
constitute performance in full by the Company of its obligations under the
Registration Rights Agreement (as defined in the Prospectus) and that, upon the
issuance of the New Securities, the Company will have no further obligations or
liabilities thereunder. By tendering Old Securities, the undersigned hereby
represents and agrees that (a) the undersigned is not an "affiliate" of the
Company within the meaning of Rule 405 under the Securities Act of 1933, as
amended (the "Securities Act"); (b) any New Securities to be received by the
undersigned are being acquired in the ordinary course of its business; (c) the
undersigned is not participating, and has no arrangement or understanding with
any person to participate, in a distribution (within the meaning of the
Securities Act) of New Securities to be received in the Exchange Offer; and (d)
any person participating in the Exchange Offer with the intention or purpose of
distributing New Securities received in exchange for Old Securities, including a
broker-dealer that acquired Old Securities directly from the Company, but not as
a result of market-making activities or other trading activities cannot rely on
the no-action letters referenced in "The Exchange Offer--Resale of the New
Securities" Section of the Prospectus, and must comply with the registration and
prospectus delivery requirements of the Securities Act, in connection with a
secondary resale of the New Securities acquired by such person. By tendering Old
Securities pursuant to the Exchange Offer, a holder of Old 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, that (a) such Old Securities held by the
broker-dealer are held only as a nominee, or (b) such Old 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 a prospectus meeting
the requirements of the Securities Act in connection with any resale of such New
Securities; provided, however, 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 understands that tenders of Old Securities pursuant to
any one of the procedures described in "The Exchange Offer--Procedures for
Tendering" section of the Prospectus and in the instructions hereto will, upon
the Company's acceptance for exchange of such tendered Old Securities,
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer. The undersigned
recognizes that, under certain circumstances set forth in the Prospectus, the
Company may not be required to accept for exchange any of the Old Securities
tendered hereby.
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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 Securities tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights; Nonexchanged Old Securities" section of the
Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Securities be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Securities, that such New Securities be credited to the account
indicated above maintained at the Book-Entry Transfer Facility. If applicable,
substitute certificates representing Old 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 Securities, will be credited to the account indicated
above maintained at the Book-Entry Transfer Facility. Similarly, unless
otherwise indicated under "Special Delivery Instructions" below, please deliver
New Securities to the undersigned at the address set forth in Box 1.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD
SECURITIES" ABOVE AND BY SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED
THE OLD SECURITIES AS SET FORTH IN SUCH BOX ABOVE.
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
BOX 2
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PLEASE SIGN HERE
WHETHER OR NOT OLD SECURITIES ARE BEING
PHYSICALLY TENDERED HEREBY
X _____________________________________________________
X _____________________________________________________
Area Code and Telephone Number: ________________
This box must be signed by registered holder(s) of Old
Securities as their name(s) appear(s) on certificate(s) for
Old Securities hereby tendered or on a security position
listing, or by any person(s) authorized to become registered
holder(s) by endorsement and documents transmitted with this
Letter (including such opinions of counsel, certifications
and other information as may be required by the Company or
the Trustee for the Old Securities to comply with the
restrictions on transfer applicable to the Old Securities).
If signature is by an attorney-in-fact, trustee, executor,
administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, such person must set
forth his or her full title below. See Instruction 3.
Name(s): ______________________________________________
_______________________________________________________
(Please Print)
Capacity (full title): ________________________________
_______________________________________________________
Address:_______________________________________________
_______________________________________________________
(Including Zip Code)
Tax Indentification or Social Security
Number(s): ____________________________________________
_______________________________________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5 to determine if required.)
Authorized Signature: _________________________________
Name: _________________________________________________
Name of Firm: _________________________________________
Title: ________________________________________________
Address: ______________________________________________
Area Code and Telephone Number: _______________________
Dated: ________________________________________________
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BOX 3
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Securities in a
principal amount not tendered, or New Securities, are to be
issued in the name of someone other than the person whose
signature appears in Box 2.
Issue:
(check appropriate boxes)
[ ] Old Securities not tendered
[ ] New Securities, to:
Name _______________________________________________________
(Please Print)
Address ____________________________________________________
____________________________________________________________
Please complete the Substitute Form W-9 at Box 5 Tax. I.D. or Social
Security Number: _______________________________
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BOX 4
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Securities in a
principal amount not tendered, or New Securities, are to be sent
to someone other than the person whose signature appears in Box 2
or to an address other than that shown in Box 1.
Deliver:
(check appropriate boxes)
[ ] Old Securities not tendered
[ ] New Securities, to:
Name _______________________________________________________
(Please Print)
Address ____________________________________________________
____________________________________________________________
Please complete the Substitute Form W-9 at Box 5 Tax. I.D. or Social
Security Number: _______________________________
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. DELIVERY OF THIS LETTER AND OLD SECURITIES; GUARANTEED DELIVERY
PROCEDURES. This Letter is to be completed by holders of Old Securities either
if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "The
Exchange Offer--Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Old Securities, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or facsimile thereof) and any other documents required by this
Letter, must be received by the Exchange Agent at the address set forth herein
on or prior to 5:00 p.m., New York City time, on the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Holders may tender their Old Securities in whole or in part in a
principal amount of $1,000 and integral multiples thereof, provided that if any
Old 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.
If a registered holder of Old Securities desires to tender such Old
Securities, and the Old Securities are not immediately available, or time will
not permit such holder's Old Securities or other required documents to reach the
Exchange Agent prior to the Expiration Date, or the procedure for book-entry
transfer cannot be completed on a timely basis, a tender may be effected
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Procedures for Tendering" section of the Prospectus. Pursuant to such
procedures, if (a) the tender is made through an Eligible Institution, (b) on or
prior to the Expiration Date, the Exchange Agent received from such Eligible
Institution a properly completed and duly executed Letter (or facsimile thereof)
and Notice of Guaranteed Delivery, substantially in the form provided by the
Company (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Old Securities and the amount of Old
Securities tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, the
certificates for all physically tendered Old Securities, in proper form for
transfer, or a Book-Entry Confirmation, as the case may be, and any other
documents required by this Letter will be deposited by the Eligible Institution
with the Exchange Agent and (c) the certificates for all physically tendered Old
Securities, in proper form for transfer, or a Book-Entry Confirmation, as the
case may be, and any other documents required by this Letter are received by the
Exchange Agent within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER AND ALL OTHER
REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER. IF
DELIVERY IS BY MAIL, REGISTERED MAIL (RETURN RECEIPT REQUESTED AND PROPERLY
INSURED) OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. NO LETTERS OR OLD
SECURITIES SHOULD BE SENT TO THE COMPANY. To be tendered effectively, the Old
Securities, this Letter and all other required documents must be received by the
Exchange
Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of receipt),
acceptance and withdrawal of tendered Old Securities will be determined by the
Company, whose determination will be final and binding. The Company reserves the
absolute right to reject any or all tenders that are not in proper form or the
acceptance of which, in the opinion of the Company's counsel, would be unlawful.
The Company also reserves the right to waive any irregularities or conditions of
tender as to particular Old Securities. All tendering holders, by execution of
this Letter, waive any right to receive notice of acceptance of their Old
Securities. Neither the Company, the Exchange Agent nor any other person shall
be 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.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER); WITHDRAWALS. If less than the entire principal amount of any Old
Security evidenced by a submitted certificate is tendered, the tendering holder
must fill in the principal amount tendered in the fourth column of Box 1 above.
ALL OF THE OLD SECURITIES REPRESENTED BY A CERTIFICATE DELIVERED TO THE EXCHANGE
AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED. A
certificate for Old Securities not tendered will be sent to the holder, unless
otherwise provided in Box 5, as soon as practicable after the Expiration Date,
in the event that less than the entire principal amount of Old Securities
represented by a submitted certificate is tendered.
Old Securities tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to 5:00 p.m., New York City time, on the Expiration Date.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent at its address set forth above or in the Prospectus. Any such
notice of withdrawal must specify the name of the person having tendered the Old
Securities to be withdrawn, identify the Old
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Securities to be withdrawn (including the principal amount of such Old
Securities), and (where certificates for Old Securities have been transmitted)
specify the name in which such Old Securities are registered if different from
that of the withdrawing holder, accompanied by evidence satisfactory to the
Company that the person withdrawing the tender has succeeded to the beneficial
ownership of the Old Securities being withdrawn. If certificates for Old
Securities have been delivered or otherwise identified to the Exchange Agent,
then, prior to the release of such certificates, the withdrawing holder must
also submit the serial numbers of the particular certificates to be withdrawn
and a signed notice of withdrawal with signatures guaranteed by an Eligible
Institution unless such holder is an Eligible Institution. If Old Securities
have been tendered pursuant to the procedure for book-entry transfer described
in "The Exchange Offer--Procedures for Tendering" section of the Prospectus,
any notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Old Securities
and otherwise comply with the procedures of such facility. If any Old
Securities are tendered for exchange but are not exchanged for any reason, or
if any Old Securities are submitted for a greater principal amount than the
holder desires to exchange, such unaccepted or nonexchanged Old Securities will
be returned to the holder thereof without cost to such holder (or, in the case
of Old Securities tendered by book-entry transfer into the Exchange Agent's
account at the Book-Entry Transfer Facility pursuant to the book-entry transfer
procedures described in "The Exchange Offer--Procedures for Tendering" section
of the Prospectus, such Old Securities will be credited to an account
maintained with such Book-Entry Transfer Facility for the Old Securities) as
soon as practicable after withdrawal, rejection of tender, termination of the
Exchange Offer or submission of nonexchanged Old Securities. Withdrawals of
tenders of Old Securities may not be rescinded. Old 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 Exchange
Offer--Procedures for Tendering" section of the Prospectus.
All questions as to the validity, form and eligibility (including time
of receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any affiliates or assigns of the Company, the Exchange
Agent nor any other person shall 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.
3. SIGNATURES; ASSIGNMENTS; GUARANTEE OF SIGNATURES. If this Letter is
signed by the holder(s) of Old Securities tendered hereby, the signature must
correspond with the name(s) as written on the face of the certificate(s) for
such Old Securities, without alteration, enlargement or any change whatsoever.
If any of the Old Securities tendered hereby are owned by two or more
joint owners, all owners must sign this Letter.
If any tendered Old Securities are held in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter as there are names in which certificates are held.
Signatures on this Letter or a notice of withdrawal, as the case may
be, must be guaranteed by an Eligible Institution, unless the Old Securities
tendered pursuant thereto are tendered (a) by a registered holder who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter or (b) for the account of an Eligible Institution.
In the event that signatures on this Letter or a notice of withdrawal, as the
case may be, are required to be guaranteed, such guarantee must be by an
Eligible Institution.
If this Letter is signed by a person other than the registered holder
of any Old Securities listed therein, such Old Securities must be endorsed or
accompanied by bond powers and a proxy which authorizes such person to tender
the Old Securities on behalf of the registered holder, in each case as the name
of the registered holder or holders appears on the Old Securities. If this
Letter or any Old Securities 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 person should so indicate
when signing, and unless waived by the Company, evidence satisfactory to the
Company of their authority to so act must be submitted with this Letter.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders should
indicate, in Box 5, the name and address to which the New Securities or
certificates for Old Securities not tendered are to be sent or issued, if
different from the name and address of the person signing this Letter. In the
case of issuance in a different name, the tax identification number of the
person named must also be indicated. A holder of Old Securities tendering Old
Securities by book-entry transfer may request that Old Securities not exchanged
be credited to such account maintained at the Book-Entry Transfer Facility as
such holder of Old Securities may designate hereon. If no such instructions are
given, such Old Securities not exchanged will be returned to the name or address
of the person signing this Letter.
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5. TAX IDENTIFICATION NUMBER. Federal income tax law requires that a
holder whose tendered Old Securities are accepted for exchange must provide the
Exchange Agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the Exchange Agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the New Securities pursuant to
the Exchange Offer may be subject to back-up withholding. (If withholding
results in overpayment of taxes, a refund may be obtained.) Exempt holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these back-up withholding and reporting requirements. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by the Company
on account of New Securities issued pursuant to the Exchange Offer may be
subject to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (i) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; or (ii) the Internal Revenue Service has notified the holder that he
or she is no longer subject to back-up withholding; or (iii) certify in
accordance with the Guidelines that such holder is exempt from back-up
withholding. If the Old Securities are in more than one name or are not in the
name of the actual owner, consult the enclosed Guidelines for information on
which TIN to report.
6. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the transfer of Old Securities to it or its order pursuant to the
Exchange Offer. If, however, the New Securities or certificates for Old
Securities not tendered are to be delivered to, or are to be issued in the name
of, any person other than the record holder, or if tendered certificates are
recorded in the name of any person other than the person signing this Letter, or
if a transfer tax is imposed by any reason other than the transfer of Old
Securities to the Company or its order pursuant to the Exchange Offer, then the
amount of such transfer taxes (whether imposed on the record holder or any other
person) will be payable by the tendering holder. If satisfactory evidence of
payment of taxes or exemption from taxes is not submitted with this Letter, the
amount of transfer taxes will be billed directly to the tendering holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this Letter.
7. WAIVER OF CONDITIONS; NO CONDITIONAL TENDERS. The Company reserves
the absolute right to amend or waive any of the specified conditions in the
Exchange Offer.
No alternative, conditional, irregular or contingent tenders will be
accepted.
8. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES. Any holder whose
certificates for Old Securities have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter, may be directed to the Exchange Agent at the address
and telephone number indicated above.
IMPORTANT: THIS LETTER (OR A FACSIMILE THEREOF), TOGETHER WITH
CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED
DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT, OR THE NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT, ON OR PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
11
BOX 5
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PAYER'S NAME: CHASE MANHATTAN BANK AND TRUST COMPANY, NATIONAL ASSOCIATION
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SUBSTITUTE Social security number
Form W-9 PART 1 -- PLEASE PROVIDE YOUR TIN IN OR _______________________________
Department of THE BOX AT RIGHT AND CERTIFY BY Employer identification number
the Treasury SIGNING AND DATING BELOW
Internal Revenue Service -----------------------------------------------------------------------------------
PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT::
PAYER'S (1) The number shown on this form is my correct Taxpayer Identification
REQUEST FOR Number (or I am waiting for a number to be issued to me); and
TAXPAYER (2) I am not subject to backup withholding because (i) I am exempt from
IDENTIFICATION backup withholding, (ii) I have not been notified by the Internal
NUMBER Revenue Service (the "IRS") that I am subject to backup withholding
("TIN") 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.
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in part 2
above if you have been notified by the IRS that you are subject to backup
withholding because of under-reporting 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 stating
that you are no longer subject to backup withholding, do not cross out
item (2).
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SIGNATURE....................... DATE..............
NAME (Please Print................................. PART 3
Awaiting TIN -> [ ]
- ---------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED GUIDE LINES 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 3 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 within 60 days, 31% of all
reportable payments made to me thereafter will be withheld until I
provide a number.
Signature..............................Date...................................
Name (Please Print)...........................................................
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12