EXHIBIT 99.1
LETTER OF TRANSMITTAL
TO TENDER
5.85% SENIOR SECURED NOTES DUE 2001
6.339% SENIOR SECURED NOTES DUE 2009 AND
6.927% SENIOR SECURED BONDS DUE 2029
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
MIDAMERICAN FUNDING, LLC
PURSUANT TO THE EXCHANGE OFFER AND PROSPECTUS DATED [____________], 1999
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON [______________] (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER IS
EXTENDED MIDAMERICAN FUNDING, LLC.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
DELIVER TO:
By Registered or Certified Mail By Hand Delivery:
or Overnight Delivery:
The Bank of New York
The Bank of New York 101 Barclay Street
101 Barclay Street New York, New York 10286
New York, New York 10286 Attention: [____________]
Attention: [____________]
By Facsimile
(for Eligible Institutions Only):
([___]) [_______]
For Information or
Confirmation by Telephone:
([___]) [_______]
ORIGINALS OF ALL DOCUMENTS SENT BY FACSIMILE SHOULD BE SENT PROMPTLY BY
REGISTERED OR CERTIFIED MAIL, BY HAND OR BY OVERNIGHT DELIVERY SERVICE.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OR TRANSMISSION OF
INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.
IF YOU WISH TO EXCHANGE 5.85% SENIOR SECURED NOTES DUE 2001 (THE "2001
INITIAL SECURITIES"), 6.339% SENIOR SECURED NOTES DUE 2009 (THE "2009 INITIAL
SECURITIES") OR 6.927% SENIOR SECURED BONDS DUE 2029 (THE "2029 INITIAL
SECURITIES" AND, COLLECTIVELY WITH THE 2001 INITIAL SECURITIES AND THE 2009
INITIAL SECURITIES, THE "INITIAL SECURITIES") FOR AN EQUAL AGGREGATE PRINCIPAL
AMOUNT OF, IN THE CASE OF THE 2001 INITIAL SECURITIES, 5.85% SENIOR SECURED
EXCHANGE NOTES DUE 2001 (THE "2001 EXCHANGE SECURITIES"), IN THE CASE OF THE
2009 INITIAL SECURITIES, 6.339% SENIOR SECURED EXCHANGE NOTES DUE 2009 (THE
"2009 EXCHANGE SECURITIES"), AND, IN THE CASE OF THE 2029 INITIAL SECURITIES,
6.927% SENIOR SECURED EXCHANGE BONDS DUE 2020 (THE "2029 EXCHANGE SECURITIES"
AND, COLLECTIVELY WITH THE 2001 EXCHANGE SECURITIES AND THE 2009 EXCHANGE
SECURITIES, THE "EXCHANGE SECURITIES") PURSUANT TO THE EXCHANGE OFFER, YOU MUST
VALIDLY
TENDER (AND NOT WITHDRAW) INITIAL SECURITIES TO THE EXCHANGE AGENT PRIOR TO THE
EXPIRATION DATE.
SIGNATURES MUST BE PROVIDED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE
COMPLETING THIS LETTER OF TRANSMITTAL
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This Letter of Transmittal is to be completed by holders of Initial
Securities either if Initial Securities are to be forwarded herewith or if
tenders of Initial 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 pursuant to the procedures set forth in "The Exchange
Offer -- Procedures for Tendering" in the Prospectus (as defined).
Holders of Initial Securities whose certificates for such Initial
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 or who cannot complete the procedures for book-entry
transfer on a timely basis, must tender their Initial Securities according to
the guaranteed delivery procedures set forth in "The Exchange Offer --
Guaranteed Delivery Procedures" in the Prospectus.
DESCRIPTION OF TENDERED INITIAL SECURITIES
FOR 5.85% SENIOR SECURED NOTES DUE 2001
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AGGREGATE
NAMES(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE PRINCIPAL AMOUNT
AS IT APPEARS ON THE 5.85% SENIOR SECURED NOTES DUE 2001 NUMBER(S) OF INITIAL
(PLEASE FILL IN, IF BLANK) OF INITIAL SECURITIES
SECURITIES TENDERED
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TOTAL PRINCIPAL
AMOUNT OF
INITIAL
SECURITIES
TENDERED
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FOR 6.339% SENIOR SECURED NOTES DUE 2009
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AGGREGATE
NAMES(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE PRINCIPAL AMOUNT
AS IT APPEARS ON THE 6.339% SENIOR SECURED NOTES DUE 2009 NUMBER(S) OF INITIAL
(PLEASE FILL IN, IF BLANK) OF INITIAL SECURITIES
SECURITIES TENDERED
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TOTAL PRINCIPAL
AMOUNT OF
INITIAL
SECURITIES
TENDERED
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FOR 6.927% SENIOR SECURED BONDS DUE 2029
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AGGREGATE
NAMES(S) AND ADDRESS(ES) OF REGISTERED OWNER(S) CERTIFICATE PRINCIPAL AMOUNT
AS IT APPEARS ON THE 5.85% SENIOR SECURED NOTES DUE 2001 NUMBER(S) OF INITIAL
(PLEASE FILL IN, IF BLANK) OF INITIAL SECURITIES
SECURITIES TENDERED
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TOTAL PRINCIPAL
AMOUNT OF
INITIAL
SECURITIES
TENDERED
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED INITIAL 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
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Account Number
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Transaction Code Number
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[ ] CHECK HERE AND ENCLOSE A COPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED INITIAL SECURITIES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Institution which Guaranteed Delivery
----------------------------
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution
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Account Number
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Transaction Code Number
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[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED INITIAL
SECURITIES ARE TO BE RETURNED BY CREDITING THE BOOK-ENTRY TRANSFER
FACILITY ACCOUNT NUMBER SET FORTH ABOVE.
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL 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:
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Address:
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LADIES AND GENTLEMEN:
1. The undersigned hereby tenders to MidAmerican Funding, LLC
("MidAmerican Funding") the Initial Securities described above pursuant to
MidAmerican Funding's offer of $1,000 principal amount of Exchange Securities in
exchange for each $1,000 principal amount of Initial Securities upon the terms
and subject to the conditions contained in the Prospectus dated [_________],
1999 (the "Prospectus"), receipt of which is hereby acknowledged, and in this
Letter of Transmittal (which together constitute the "Exchange Offer").
2. The undersigned hereby represents and warrants that it has full
authority to tender the Initial Securities described above. The undersigned
will, upon request, execute and deliver any additional documents deemed by
MidAmerican Funding to be necessary or desirable to complete the tender of
Initial Securities.
3. The undersigned understands that the tender of the Initial
Securities pursuant to all of the procedures set forth in the Prospectus will
constitute an agreement between the undersigned and MidAmerican Funding as to
the terms and conditions set forth in the Prospectus.
4. Unless the box under the heading "Special Registration Instructions"
is checked, the undersigned hereby represents and warrants that:
(i) the Exchange Securities acquired pursuant to the Exchange
Offer in exchange for Initial Securities are being obtained in the
ordinary course of business of the undersigned and any beneficial
owner(s) of such Initial Securities or interests therein, whether or
not the undersigned is the holder;
(ii) neither the undersigned nor any such other person is
engaging in or intends to engage in a distribution of such Exchange
Securities;
(iii) neither the undersigned nor any such other person has an
arrangement or understanding with any person to participate in the
distribution of such Exchange Securities;
(iv) if the undersigned or such other person is a resident of
the State of California, it falls under the self-executing
institutional investor exemption set forth under Section 25102(i) of
the Corporate Securities Law of 1968 and Rules 260.102.10 and
260.105.14 of the California Blue Sky Regulations;
(v) if the undersigned or such other person is a resident of
the Commonwealth of Pennsylvania, it falls under the self-executing
institutional investor exemption set forth under Sections 203(c),
102(d) and (k) of the Pennsylvania Securities Act of 1972, Section
102.111 of the Pennsylvania Blue Sky Regulations and an interpretive
opinion dated November 16, 1985;
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(vi) the undersigned acknowledges and agrees that any person
who is a broker-dealer registered under the Securities Exchange Act of
1934, as amended, or is participating in the Exchange Offer for the
purpose of distributing the Exchange Securities must comply with the
registration and prospectus delivery requirements of the Securities Act
of 1933, as amended, in connection with a secondary resale transaction
of the Exchange Securities or interests therein acquired by such person
and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters;
(vii) the undersigned understands that a secondary resale
transaction described in clause (vi) above and any resales of Exchange
Securities or interests therein obtained by such holder in exchange for
Initial Securities or interests therein originally acquired by such
holder directly from MidAmerican Funding should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission; and
(viii) neither the holder nor any such other person is an
"affiliate," as such term is defined under Rule 405 promulgated under
the Securities Act of 1933, as amended (the "Securities Act"), of
MidAmerican Funding.
5. The undersigned may, if and only if unable to make all of the
representations and warranties contained in Item 4 above, elect to have its
Initial Securities registered in the shelf registration described in the
Registration Rights Agreement, dated March 9, 1999, among Credit Suisse First
Boston Corporation, Lehman Brothers Inc., Goldman Sachs & Co., Merrill Lynch &
Co. and MidAmerican Funding, in the form filed as an exhibit to the registration
statement of which the Prospectus is a part. Such election may be made by
checking the box under "Special Registration Instructions" on page 9. By making
such election, the undersigned agrees, jointly and severally, as a holder of
transfer restricted securities participating in a shelf registration, to
indemnify and hold harmless MidAmerican Funding, its directors and officers and
each Person who controls MidAmerican Funding, within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act, against any and all
losses, claims, damages and liabilities whatsoever (including, without
limitation, the reasonable legal and other expenses actually incurred in
connection with any suit, action or proceeding or any claim asserted) caused by,
arising out of or based upon (i) any untrue statement or alleged untrue
statement of any material fact contained in the shelf registration statement
filed with respect to such Initial Securities or the related prospectus or in
any amendment thereof or supplement thereto or (ii) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, in each case to the extent, but only
to the extent, that any such loss, claim, damage or liability arises out of or
is based upon any untrue statement or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with
information relating to the undersigned furnished to MidAmerican Funding in
writing by or on behalf of the undersigned expressly for use therein. Any such
indemnification shall be governed by the terms and subject to the conditions set
forth in the Registration Rights Agreement, including, without limitation, the
provisions regarding notice, retention of counsel, contribution and payment of
expenses set forth therein.
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6. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Securities. If the undersigned is a broker-dealer that
will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Securities, however, by so
acknowledging and delivering a prospectus, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. If
the undersigned is a broker-dealer and Initial Securities held for its own
account were not acquired as a result of market-making or other trading
activities, such Initial Securities cannot be exchanged pursuant to the Exchange
Offer.
7. Any obligation of the undersigned hereunder shall be binding upon
the successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
8. Unless otherwise indicated herein under "Special Delivery
Instructions," the certificates for the Exchange Securities will be issued in
the name of the undersigned.
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SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 1 below)
To be completed ONLY IF the Exchange Securities are to be issued or
sent to someone other than the undersigned or to the undersigned at an address
other than that provided above.
Mail [ ] Issue [ ] (check appropriate boxes) certificates to:
Name:
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(PLEASE PRINT)
Address:
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(INCLUDING ZIP CODE)
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SPECIAL REGISTRATION INSTRUCTIONS
(See Item 5 above)
To be completed ONLY IF (i) the undersigned satisfies the conditions
set forth in Item 5 above, (ii) the undersigned elects to register its Initial
Securities in the shelf registration described in the Exchange and Registration
Rights Agreement and (iii) the undersigned agrees to indemnify certain entities
and individuals as set forth in the Exchange and Registration Rights Agreement
and summarized in Item 5 above.
[ ] By checking this box the undersigned hereby (i) represents that it
is unable to make all of the representations and warranties set forth in Item 4
above, (ii) elects to have its Initial Securities registered pursuant to the
shelf registration described in the Exchange and Registration Rights Agreement,
(iii) agrees to indemnify certain entities and individuals identified in, and to
the extent provided in, the Exchange and Registration Rights Agreement and
summarized in Item 5 above and (iv) acknowledges that it will not participate in
the Exchange Offer and will not receive any Exchange Securities.
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SIGNATURE
To be completed by all exchanging holders. Must be signed by registered
holder exactly as name appears on the Initial Securities. If signature is by
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
please set forth full title. See Instruction 3.
X
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X
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SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATURE
Dated:
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Names(s):
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(PLEASE TYPE OR PRINT)
Capacity:
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Address:
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(INCLUDING ZIP CODE)
Area Code and Telephone
No.:
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SIGNATURE GUARANTEE (IF REQUIRED BY INSTRUCTION 1 BELOW)
Certain Signatures Must be Guaranteed by an Eligible Institution
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(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
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(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER
(INCLUDING AREA CODE) OF FIRM)
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(AUTHORIZED SIGNATURE)
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(PRINTED NAME)
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(TITLE)
Dated:
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PLEASE READ THE FOLLOWING INSTRUCTIONS,
WHICH FORM A PART OF THIS LETTER OF TRANSMITTAL
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INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal
must be guaranteed by an eligible guarantor institution that is a member of or
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Program or by an "eligible guarantor
institution" within the meaning of Rule l7Ad-15 promulgated under the Exchange
Act (an "Eligible Institution") unless the box entitled "Special Registration
Instructions" or "Special Delivery Instructions" above has not been completed or
the Initial Securities described above are tendered for the account of an
Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND INITIAL SECURITIES. The
Initial Securities, together with a properly completed and duly executed Letter
of Transmittal (or copy thereof), should be mailed or delivered to the Exchange
Agent at the address set forth above.
THE METHOD OF DELIVERY OF INITIAL SECURITIES AND THE LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT THE
ELECTION AND RISK OF THE HOLDER. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED
THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE
EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR INITIAL SECURITIES SHOULD BE SENT
TO MIDAMERICAN FUNDING. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES, OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS
FOR SUCH HOLDERS.
3. SIGNATURE ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Initial Securities, such Initial Securities must be endorsed or
accompanied by appropriate bond powers, signed by such registered holder exactly
as such registered holder's name appears on such Initial Securities.
If this Letter of Transmittal or any Initial Securities 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, unless waived by
MidAmerican Funding, proper evidence satisfactory to MidAmerican Funding of its
authority to so act must be submitted with this Letter of Transmittal.
4. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance, and withdrawal of tendered Initial
Securities will be determined by MidAmerican Funding in its sole discretion,
which determination will be final and binding on all parties. The Registrant
reserves the absolute right to reject any or all Initial Securities not properly
tendered or any Initial Securities MidAmerican Funding's acceptance of which
would, in the opinion of counsel for MidAmerican Funding, be unlawful. The
Registrant also reserves the right to waive any defects, irregularities, or
conditions of tender as to particular Initial Securities. The Registrant's
interpretation of the terms and conditions of the Exchange Offer
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(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any defects or irregularities in connection with tenders
of Initial Securities must be cured within such time as MidAmerican Funding
shall determine. Neither MidAmerican Funding, the Exchange Agent, nor any other
person shall be under any duty to give notification of defects in such tenders
or shall incur any liability for failure to give such notification. Tenders of
Initial Securities will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Initial Securities 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 holder thereof as soon as practicable following the
Expiration Date.
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