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EXHIBIT 1(c)
LETTER OF TRANSMITTAL
FOR
FIRST MORTGAGE BONDS, 6.86% SERIES DUE 2008
OF
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
PURSUANT TO THE EXCHANGE OFFER IN RESPECT OF ALL OF THEIR OUTSTANDING
FIRST MORTGAGE BONDS, 6.86% SERIES DUE 2008
FOR
FIRST MORTGAGE BONDS, 6.86% SERIES A DUE 2008
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PURSUANT TO THE PROSPECTUS DATED , 1999
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, , 1999 UNLESS THE OFFER IS EXTENDED (THE
"EXPIRATION DATE"). TENDERS OF OLD BONDS (AS DEFINED HEREIN) MAY BE WITHDRAWN AT
ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
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The Exchange Agent for the Exchange Offer is:
THE CHASE MANHATTAN BANK
By Registered or Certified Mail: Facsimile Transmissions: By Hand or Overnight Delivery:
The Chase Manhattan Bank (Eligible Institutions Only) The Chase Manhattan Bank
55 Water Street (212) 638-7375 or (212) 344-9367 55 Water Street
Room 234, North Building Room 234, North Building
New York, New York 10041 Confirm by Telephone: New York, New York 10041
Attention: Carlos Esteves (212) 638-0828 Attention: Carlos Esteves
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION
VIA TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW BONDS FOR THEIR OLD
BONDS PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD BONDS TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the
Prospectus dated , 1999 (the "Prospectus") of The Cleveland Electric
Illuminating Company (the "Company"), which, together with this Letter of
Transmittal and the instructions hereto (the "Letter of Transmittal"),
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its First Mortgage Bonds, 6.86% Series A due 2008 (the "New
Bonds"), which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration statement of which the
Prospectus constitutes a part, for each $1,000 principal amount of their
outstanding First Mortgage Bonds, 6.86% Series due 2008 (the "Old Bonds"), upon
the terms and subject to the conditions set forth in the Prospectus.
This Letter of Transmittal is to be used by Holders (as defined below)
if: (i) certificates representing Old Bonds are to be physically delivered to
the Exchange Agent herewith by Holders; (ii) tender of Old Bonds is to be made
by book-entry transfer to the Exchange Agent's account at The Depository Trust
Company ("DTC") pursuant to the procedures set forth in the Prospectus under
"The Exchange Offer -- Procedures for Tendering" by any financial institution
that is a participant in DTC and whose name appears on a security position
listing as the owner of Old Bonds (such participants acting on behalf of Holders
are referred to herein, together with such Holders, as "Acting Holders"); or
(iii) tender of Old Bonds is to be made according to the guaranteed delivery
procedures set forth in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures," and, in each case, instructions are being transmitted
through the DTC Automated Tender Offer Program ("ATOP"). See Instruction 1.
Delivery of documents to DTC does not constitute delivery to the Exchange Agent.
The term "Holder" with respect to the Exchange Offer means any person:
(i) in whose name Old Bonds are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Old Bonds are held of record by DTC and who
desires to deliver such Old Bonds by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer.
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THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF OLD
BONDS FOR EXCHANGE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION
IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
All capitalized terms used herein and not defined shall have the
meaning ascribed to them in the Prospectus.
The instructions included with this Letter of Transmittal must be
followed. Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD
BONDS MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF BONDS"
AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OLD
BONDS AND MADE CERTAIN REPRESENTATIONS DESCRIBED IN THE PROSPECTUS AND HEREIN.
List below the Old Bonds to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Bonds will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
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DESCRIPTION OF BONDS
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NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE NUMBERS* AGGREGATE PRINCIPAL
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) (ATTACH SIGNED LIST AMOUNT TENDERED
APPEAR(S) ON OLD BONDS BEING TENDERED) IF NECESSARY) (IF LESS THAN ALL)**
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TOTAL PRINCIPAL AMOUNT OF OLD BONDS TENDERED
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* Need not be completed by Holders tendering by book-entry transfer
** Need not be completed by Holders who wish to tender with respect to all
Old Bonds listed. See Instruction 2.
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[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
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DTC Book-Entry Account No.:
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Transaction Code No.:
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If Holders desire to tender Old Bonds pursuant to the Exchange Offer
and (i) certificates representing such Old Bonds are not lost but are not
immediately available, (ii) time will not permit the Letter of Transmittal,
certificates representing such Old Bonds or other required documents to reach
the Exchange Agent prior to the Expiration Date, or (iii) the procedure for
book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Old Bonds in accordance with the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offer --
Guaranteed Delivery Procedures." DTC participants may also accept the Exchange
Offer by submitting the notice of guaranteed delivery through ATOP.
[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING (See Instructions 1 and 4):
Name(s) of Holder(s) of Old
Bonds:
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Window Ticket No. (if any):__________________________________________
Date of Execution of
Notice of Guaranteed Delivery:________________________________________
Name of Eligible Institution that Guaranteed Delivery:________________
______________________________________________________________________
[ ] CHECK HERE IF TENDERED OLD BONDS ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER FACILITY, AND PROVIDE THE FOLLOWING INFORMATION:
Name of Tendering Institution:________________________________________
DTC Book-Entry Account No.:___________________________________________
Transaction Code No.:_________________________________________________
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:_________________________________________________________________
Address:______________________________________________________________
______________________________________________________________________
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED OLD BONDS ARE ENCLOSED HEREWITH.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
LADIES AND GENTLEMEN:
Subject to the terms of the Exchange Offer, the undersigned hereby
tenders to the Company the principal amount of Old Bonds indicated in the box
entitled "Description of Bonds." Subject to and effective upon the acceptance
for exchange of the principal amount of Old Bonds tendered in accordance with
this Letter of Transmittal, the undersigned sells, assigns and transfers to, or
upon the order of, the Company all right, title and interest in and to the Old
Bonds tendered hereby. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge
that the Exchange Agent also acts as the agent of the Company and as Trustee
under the Indenture for the Old Bonds and the New Bonds) with respect to the
tendered Old Bonds with full power of substitution to (i) deliver certificates
for such Old Bonds to the Company, or transfer ownership of such Old Bonds on
the account books maintained by DTC together, in either such case, with all
accompanying evidences of transfer and authenticity to, or upon the order of,
the Company and (ii) present such Old Bonds for transfer on the books of the
Company and receive all benefits and otherwise execute all rights of beneficial
ownership of such Old Bonds, all in accordance with the terms of the Exchange
Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (a) the undersigned
accepts the terms and conditions of the Exchange Offer, (b) the undersigned has
full power and authority to tender, exchange, assign and transfer the Old Bonds
tendered hereby, and (c) when the same are accepted for exchange by the Company,
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 or right. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the sale, assignment and transfer of the Old Bonds
tendered hereby.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Bonds 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, when the same are acquired by the Company. The
undersigned also acknowledges that this Exchange Offer is being made in reliance
upon interpretations by the staff of the Securities and Exchange Commission that
the New Bonds issued in exchange for the Old Bonds pursuant to the Exchange
Offer may be offered for sale, resold and otherwise transferred by any holder
thereof (other than (i) a broker-dealer who purchased such Old Bonds directly
from the Company to resell pursuant to Rule 144A or any other available
exemption under the Securities Act, or (ii) a person that is an "affiliate" of
the Company within the meaning of Rule 405 under the Securities Act) without
compliance with the registration and prospectus delivery provisions of the
Securities Act, provided that the holder is acquiring the New Bonds in its
ordinary course of business and is not participating, and has no arrangement or
understanding with any person to participate, in the distribution of the New
Bonds.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED
FROM OR ON BEHALF OF, HOLDERS OF THE OLD BONDS IN ANY JURISDICTION IN WHICH THE
MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION OR WOULD OTHERWISE NOT BE IN COMPLIANCE WITH ANY
PROVISION OF ANY APPLICABLE SECURITY LAW.
The undersigned represents that (i) the New Bonds acquired pursuant to
the Exchange Offer are being obtained in the ordinary course of such holder's
business, (ii) such holder has no arrangement or understanding with any person
to participate in the distribution of the New Bonds and (iii) such holder is not
an "affiliate," as defined under Rule 405 of the Securities Act, of the Company
or, if such holder is an affiliate, such holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. 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 New Bonds. If the undersigned is a broker-dealer that will
receive New Bonds for its own account in exchange for Old Bonds that were
acquired as a result of market-making or other trading activities, it
acknowledges that it will deliver a prospectus in connection with any resale of
such New Bonds; however, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Bonds tendered
hereby.
The undersigned understands and acknowledges that the Company reserves
the right, in its sole discretion, to purchase or make offers for any Old Bonds
that remain outstanding subsequent to the Expiration Date or to terminate the
Exchange Offer and, to the extent permitted by applicable law, purchase Old
Bonds in the open market, in privately negotiated transactions or otherwise. The
terms of any such purchases or offers will differ from the terms of the Exchange
Offer.
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The undersigned understands that by tendering Old Bonds pursuant to one
of the procedures described in the Prospectus and the instructions thereto, the
exchange of the Old Bonds for the New Bonds will not result in the loss of
interest income for the tendering holder.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Bonds when the Company has given oral or written
notice thereof to the Exchange Agent. If any tendered Old Bonds are not accepted
for exchange pursuant to the Exchange Offer for any reason, certificates for any
such unaccepted Old Bonds will be returned (except as noted below with respect
to tenders through DTC), without expense, to the undersigned at the address
shown below or at a different address as may be indicated under "Special
Issuance Instructions" as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Old Bonds pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer.
All questions as to form, validity, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Bonds will be determined by
the Company in its sole discretion, which determination will be final and
binding.
Unless otherwise indicated under "Special Issuance Instructions,"
please issue the certificates representing the New Bonds issued in exchange for
the Old Bonds accepted for exchange and return any Old Bonds not tendered or not
exchanged in the name(s) of the undersigned (or in either such event in the case
of Old Bonds tendered by DTC, by credit to the account at DTC). Similarly,
unless otherwise indicated under "Special Delivery Instructions," please send
the certificates representing the New Bonds issued in exchange for the Old Bonds
accepted for exchange and any certificates for Old Bonds not tendered or not
exchanged (and accompanying documents, as appropriate) to the undersigned at the
address shown below the undersigned's signature(s), unless, in either event,
tender is being made through DTC. In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the certificates representing the New Bonds issued in exchange for the Old Bonds
accepted for exchange and return any Old Bonds not tendered or not exchanged in
the name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Bonds from the name of the registered holder(s) thereof if the Company
does not accept for exchange any of the Old Bonds so tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OLD BONDS REGARDLESS OF WHETHER OLD
BONDS ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old Bonds
exactly as their name(s) appear(s) on the certificate(s) for Old Bonds or, if
tendered by a participant in DTC, exactly as such participant's name appears on
a security position listing as the owner of Old Bonds, or by person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted with this Letter of Transmittal. If the signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer or other person
acting in a fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence satisfactory to the
Company of such person's authority to so act. See Instruction 3 herein.
X __________________________________ Date: ___________________________________
X __________________________________ Date: ____________________________________
SIGNATURE(S) OF HOLDER(S) OR
AUTHORIZED SIGNATORY
Name(s): _____________________________ Address_________________________________
______________________________________ ________________________________________
(PLEASE PRINT) (INCLUDING ZIP CODE)
Area Code and
Capacity:_____________________________ Telephone No.:_________________________
Social Security No.:__________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
MEDALLION SIGNATURE GUARANTEE
(IF REQUIRED - SEE INSTRUCTION 3 HEREIN)
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(Name of Eligible Institution Guaranteeing Signature(s))
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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)
Date:
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 2, 3, 4 AND 5 HEREIN)
To be completed ONLY if certificates for Old Bonds in a principal
amount not tendered are to be issued in the name of, or the New Bonds issued
pursuant to the Exchange Offer are to be issued to the order of, someone other
than the person(s) whose signature(s) appear(s) within this Letter of
Transmittal, or issued to an address different from that shown in the box
entitled "Description of Bonds" within this Letter of Transmittal, or if Old
Bonds tendered by book-entry transfer are not accepted for purchase are to be
credited to an account maintained at DTC other than the account indicated above.
Name:______________________________________________________________________
(PLEASE PRINT)
Address: ______________________________________________________________________
_______________________________________________________________________________
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(ZIP CODE)
_______________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(YOU MUST ALSO COMPLETE SUBSTITUTE FORM W-9 HEREIN)
Credit unaccepted Old Bonds tendered by book entry
transfer to:
[ ] The Depository Trust Company account set forth below:
_______________________________________________________________________________
(DTC ACCOUNT NUMBER)
_______________________________________________________________________________
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 2, 3, 4 AND 5 HEREIN)
To be completed ONLY if certificates for Old Bonds in a principal
amount not tendered or not accepted for purchase or the New Bonds issued
pursuant to the Exchange Offer are to be sent to someone other than the
person(s) whose signature(s) appear(s) within this Letter of Transmittal, or
issued to an address different from that shown in the box entitled "Description
of Bonds" within this Letter of Transmittal.
Name:_________________________________________________________________________
(PLEASE PRINT)
Address: ______________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(ZIP CODE)
_______________________________________________________________________________
TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER
(YOU MUST ALSO COMPLETE SUBSTITUTE FORM W-9 HEREIN)
_______________________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER AND
THE SOLICITATION
1. Delivery of this Letter of Transmittal and Old Bonds; Guaranteed
Delivery Procedures. The certificates for the tendered Old Bonds (or a
confirmation of a book-entry transfer into the Exchange Agent's account at DTC
of all Old Bonds delivered electronically), as well as a properly completed and
duly executed copy of this Letter of Transmittal or facsimile hereof and any
other documents required by this Letter of Transmittal must be received by the
Exchange Agent at one of its addresses set forth on the first page of this
Letter of Transmittal, prior to 5:00 P.M., New York City time, on the Expiration
Date. The method of delivery of the tendered Old Bonds, this Letter of
Transmittal and all other required documents to the Exchange Agent is at the
election and risk of the Holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that the Holder use an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. No Letter of Transmittal or Old Bonds should be sent to
the Company.
THE METHOD OF DELIVERY OF OLD BONDS AND ALL OTHER REQUIRED DOCUMENTS TO
THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER.
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE
EXCHANGE AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Holders who wish to tender their Old Bonds and (i) whose Old Bonds are
not lost but are not immediately available or (ii) who cannot deliver their Old
Bonds, this Letter of Transmittal or any other documents required hereby to the
Exchange Agent prior to the Expiration Date must tender their Old Bonds and
follow the guaranteed delivery procedures set forth in the Prospectus. Pursuant
to such procedures: (i) such-tender must be made by or through an Eligible
Institution; (ii) prior to the Expiration Date, the Exchange Agent must have
received from the Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the Holder of the Old Bonds, the
certificate number or numbers of such Old Bonds and the principal amount of Old
Bonds tendered, stating that the tender is being made thereby and guaranteeing
that, within three business days after the Expiration Date, this Letter of
Transmittal (or a facsimile hereof) together with the certificate(s)
representing the Old Bonds (or a confirmation of electronic delivery of
book-entry delivery into the Exchange Agent's account at DTC) and any of the
required documents will be deposited by the Eligible Institution with the
Exchange Agent; and (iii) such properly completed and executed Letter of
Transmittal (or a facsimile hereof), as well as other documents required by this
Letter of Transmittal and the certificate(s) representing all tendered Old Bonds
in proper form for transfer (or a confirmation of electronic mail delivery of
book-entry delivery into the Exchange Agent's account at DTC), must be received
by the Exchange Agent within three business days after the Expiration Date, all
as provided in the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures." Any Holder of Old Bonds who wishes to tender
his Old Bonds pursuant to the guaranteed delivery procedures described above
must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
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 Bonds will be determined by
the Company in its sole discretion, which determination will be final and
binding. The Company reserves the absolute right to reject any and all Old Bonds
not properly tendered or any Old Bonds the Company's acceptance of which would,
in the opinion of counsel for the Company, be unlawful. The Company also
reserves the right to waive any irregularities or conditions of tender as to
particular Old Bonds. The Company's interpretation of the terms and conditions
of the Exchange Offer (including the instructions in this Letter of Transmittal)
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Old Bonds must be cured within such
time as the Company shall determine. Neither the Company, the Exchange Agent nor
any other person shall be under any duty to give notification of defects or
irregularities with respect to tenders of Old Bonds, nor shall any of them incur
any liability for failure to give such notification. Tenders of Old Bonds will
not be deemed to have been made until such defects or irregularities have been
cured or waived. Any Old Bonds 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 without cost to the holders by the Exchange
Agent to the tendering Holders of Old Bonds, unless otherwise provided in this
Letter of Transmittal, as soon as practicable following the Expiration Date.
2. Partial Tenders. Tenders of Old Bonds will be accepted in all
denominations of $1,000 and integral multiples in excess thereof. If less than
the entire principal amount of any Old Bonds is tendered, the tendering Holder
should fill in the principal amount tendered in the third column of the chart
entitled "Description of Bonds." The entire principal amount of Old Bonds
delivered to the Exchange Agent will be deemed to have been tendered unless
otherwise indicated. If the entire principal amount of Old Bonds is not
tendered, Old Bonds for the principal amount of Old Bonds not tendered and a
certificate or certificates representing New Bonds issued in exchange for any
Old Bonds accepted will be sent to the Holder at his or her registered address,
unless a different address is provided in the appropriate box on this Letter of
Transmittal or unless tender is made through DTC, promptly after the Old Bonds
are accepted for exchange.
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3. Signatures on the Letter of Transmittal; Bond Powers and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal (or a
facsimile hereof) is signed by the registered Holder(s) of the Old Bonds
tendered hereby, the signature must correspond with the name(s) as written on
the face of the Old Bonds without alteration, enlargement or any change
whatsoever.
If this Letter of Transmittal (or a facsimile hereof) is signed by the
registered Holder(s) of Old Bonds tendered and the certificate(s) for New Bonds
issued in exchange therefor is to be issued (or any untendered principal amount
of Old Bonds is to be reissued) to the registered Holder, such Holder need not
and should not endorse the Old Bonds tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on the
endorsement or bond power guaranteed by a recognized member of the Medallion
Signature Guarantee Program.
If this Letter of Transmittal (or a facsimile hereof) is signed by a
person other than the registered Holder(s) of any Certificates listed, such
Certificates must be endorsed or accompanied by appropriate bond powers signed
as the name of the registered Holder(s) appears on the Certificates.
If this Letter of Transmittal (or a facsimile hereof) or any Old Bonds
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of its
authority so to act must be submitted with this Letter of Transmittal. If any
Old Bonds tendered hereby are owned of record by two or more joint owners, all
such owners must sign this Letter of Transmittal. If any Old Bonds tendered
hereby are registered in different names on several certificates, it will be
necessary to complete, sign and submit as many separate copies of this Letter of
Transmittal as there are different registrations of certificates.
Endorsements on Old Bonds or signatures on bond powers required by this
Instruction 3 must be guaranteed by a recognized member of the Medallion
Signature Guarantee Program.
Signatures on this Letter of Transmittal (or a facsimile hereof) must
be guaranteed by a recognized member of the Medallion Signature Guarantee
Program unless the Old Bonds tendered pursuant thereto are tendered (i) by a
registered Holder (including any participant in DTC whose name appears on a
security position listing as the owner of Old Bonds) who has not completed the
box set forth herein entitled "Special Issuance Instructions" or the box
entitled "Special Delivery Instructions" or (ii) for the account of a member of
a registered national securities exchange, a member of the National Association
of Securities Dealers, Inc. or a commercial bank or trust company having an
office or correspondent in the United States (each of the foregoing being
referred to as an "Eligible Institution").
4. Special Issuance and Delivery Instructions. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Bonds or
substitute Old Bonds for principal amounts not tendered or not accepted for
exchange are to be issued or sent, if different from the name or address of the
person signing this Letter of Transmittal (or in the case of tender of the Old
Bonds through DTC, if such Old Bonds are to be credited to an account maintained
at DTC other than the account indicated above). In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated. If no such instructions are given, any Old
Bonds not exchanged will be returned to the name and address of the person
signing this Letter of Transmittal.
5. Transfer Taxes. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Bonds pursuant to the Exchange Offer. If,
however, certificates representing New Bonds or Old Bonds for principal amounts
not tendered or accepted for exchange are to be delivered to, or are to be
registered or issued in the name of, any person other than the registered Holder
of the Old Bonds tendered hereby, or if tendered Old Bonds are registered in the
name of any person other than the person signing this Letter of Transmittal, or
if a transfer tax is imposed for any reason other than the exchange of Old Bonds
pursuant to the Exchange Offer, then the amount of any such transfer taxes
(whether imposed on the registered Holder or any other person) will be payable
by the tendering Holder. If satisfactory evidence of payment of such taxes or
exemption therefrom is not submitted with this Letter of Transmittal, the amount
of such transfer taxes will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Bonds listed in this Letter of
Transmittal.
6. Waiver of Conditions. The Company reserves the absolute right to
amend, waive or modify specified conditions in the Exchange Offer in the case of
any Old Bonds tendered.
7. Mutilated, Lost, Stolen or Destroyed Old Bonds. Any tendering Holder
whose Old Bonds have been mutilated, lost, stolen or destroyed should contact
the Exchange Agent at the address indicated herein for further instruction.
8. Requests for Assistance or Additional Copies. Questions and requests
for assistance and requests for additional copies of the Prospectus or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the
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Prospectus. Holders may also contact their broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Exchange Offer.
9. Withdrawal. Tenders may be withdrawn only pursuant to the withdrawal
rights set forth in the Prospectus under the caption "The Exchange Offer --
Withdrawal of Tenders."
To be effective, a written or facsimile transmission notice of
withdrawal must (a) be received by the Exchange Agent at one of its addresses
set forth on the first page of this Letter of Transmittal prior to 5:00 p.m.,
New York City time, on the Expiration Date, (b) specify the name of the person
who tendered the Old Bonds, (c) include a statement that the person who tendered
Old Bonds is withdrawing its election to have such Old Bonds exchanged and
contain the description of the Old Bonds to be withdrawn, the certificate
numbers shown on the particular certificates evidencing such Old Bonds and the
aggregate principal amount represented by such Old Bonds and (d) be signed by
the holder of such Old Bonds in the same manner as the original signature
appears on this Letter of Transmittal (including any required signature
guarantees) or be accompanied by evidence sufficient to have the Trustee with
respect to the Old Bonds register the transfer of such Old Bonds into the name
of the holder withdrawing the tender. The signature(s) on the notice of
withdrawal must be guaranteed by an Eligible Institution unless such Old Bonds
have been tendered (a) by a registered holder of Old Bonds who has not completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery Instructions" on this Letter of Transmittal or (b) for the
account of an Eligible Institution. All questions as to the validity, form and
eligibility (including time of receipt) of such withdrawal notices shall be
determined by the Company, whose determination shall be final and binding on all
parties. If the Old Bonds to be withdrawn have been delivered or otherwise
identified to the Exchange Agent, a signed notice of withdrawal is effective
immediately upon receipt by the Exchange Agent of a written or facsimile
transmission notice of withdrawal even if physical release is not yet effected.
In addition, such notice must specify, in the case of Old Bonds tendered by
delivery of certificates for such Old Bonds, the name of the registered holder
(if different from that of the tendering holder) to be credited with the
withdrawn Old Bonds. Withdrawals may not be rescinded, and any Old Bonds
withdrawn will thereafter be deemed not validly tendered for purposes of the
Exchange Offer. However, properly withdrawn Old Bonds may be retendered by
following one of the procedures described under "The Exchange Offer --
Procedures for Tendering" in the Prospectus at any time on or prior to the
Expiration Date.
- -------------------------------------------------------------------------------
(DO NOT WRITE IN SPACE BELOW)
- -------------------------------------------------------------------------------
- ------------------------------------------ ------------------------------------------ ------------------------------------------
CERTIFICATE SURRENDERED OLD BONDS TENDERED OLD BONDS ACCEPTED
- ------------------------------------------- ------------------------------------------ ------------------------------------------
- ------------------------------------------- ------------------------------------------ ------------------------------------------
- ------------------------------------------- ------------------------------------------ ------------------------------------------
- ------------------------------------------- ------------------------------------------ ------------------------------------------
- ------------------------------------------- ------------------------------------------ ------------------------------------------
Delivery Prepared by Checked by Date
--------------------- -------------------------- ----------------------------
- ------------------------------------------- ------------------------------------------ ------------------------------------------
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Old Bonds are
accepted for payment is required to provide the Exchange Agent (as payer) with
such Holder's correct TIN on Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his social security number. If the Exchange Agent is not provided
with the correct TIN, a $50 penalty may be imposed by the Internal Revenue
Service, and payments made with respect to New Bonds purchased pursuant to the
Exchange Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed Internal Revenue Service Form W-8,
signed under penalties of perjury, attesting to that Holder's exempt status. A
Form W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional federal income tax. Rather, the federal income
tax liability of persons 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 from the Internal Revenue Service.
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PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the
Exchange Offer, the Holder is required to provide the Exchange Agent with
either: (i) the Holder's correct TIN by completing the form below, certifying
that the TIN provided on Substitute Form W-9 is correct (or that the Holder is
awaiting a TIN) and that (A) the Holder has not been notified by the Internal
Revenue Service that the Holder is subject to backup withholding as a result of
failure to report all interest or dividends or (B) the Internal Revenue Service
has notified the Holder that the Holder is no longer subject to backup
withholding; or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Old Bonds. If the Old Bonds are held in more than one name or are held 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.
- ---------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME
- ---------------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PROVIDE YOUR TIN IN THE BOX AT RIGHT PART 3 --
AND CERTIFY BY SIGNING AND DATING BELOW Awaiting TIN [ ]
-----------------------------------------------------------------------------------------------------
FORM W-9 PART 2 -- Certification - Under Penalties of Perjury,
I certify that:
DEPARTMENT OF THE
TREASURY INTERNAL (1) The number shown on this form is my correct
REVENUE SERVICE Taxpayer Identification Number (or I am ---------------------------------------------------
waiting for a number to be issued to me) and SOCIAL SECURITY NUMBER
PAYER'S REQUEST FOR
TAXPAYER (2) I am not subject to backup withholding OR
IDENTIFICATION either because I have not been notified by
NUMBER (TIN) the Internal Revenue Service (the "IRS") ---------------------------------------------------
that I am subject to backup withholding as EMPLOYER IDENTIFICATION NUMBER(S)
a result of failure to report all interest
or dividends, or 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 underreporting interest or dividends on your tax returns. 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 such item (2).
SIGNATURE DATE
------------------------------------- ------------------------------
- --------------------------- -----------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER (TIN)
Please fill out your name and address below:
- -------------------------------------------------------------------------------
Name
- --------------------------------------------------------------------------------
Address (Number and street)
- -------------------------------------------------------------------------------
City, State and Zip Code
- -------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO HOLDERS OF NEW BONDS
PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
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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 (a) 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
(b) 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 percent of all reportable payments made to me thereafter will be
withheld until I provide a number and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be remitted
to the IRS as backup withholding.
- ----------------------------------------------- ------------------------------
SIGNATURE DATE
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
The Chase Manhattan Bank
By Registered or Certified Mail: By Facsimile: By Hand or Overnight Courier:
The Chase Manhattan Bank (Eligible Institutions Only) The Chase Manhattan Bank
55 Water Street (212) 638-7375 or (212) 344-9367 55 Water Street
Room 234, North Building Room 234, North Building
New York, New York 10041 Confirm by Telephone: New York, New York 10041
Attention: Carlos Esteves (212) 638-0828 Attention: Carlos Esteves
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.
Social Security numbers have nine digits separated by two hyphens:
i.e., 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e., 00-0000000. The table below will help determine the
number to give the Payer.
- --------------------------------------- ----------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE SOCIAL
SECURITY
NUMBER OF -
- --------------------------------------- ----------------------
1. An individual's account The individual
2. Two or more individuals The actual owner
(joint account) of the account or,
if combined funds,
any one of the
individuals (1)
3. Husband and wife The actual owner
(joint accounts) of the account or,
if joint funds,
either person (1)
4. Custodian account of a minor The minor (2)
(Uniform Gift to Minors Act)
5. Adult and minor The adult, or
(joint account) if the minor is the
only contributor,
the minor (1)
6. Account in the name of The ward, minor,
guardian or committee for or incompetent
a designated ward, minor person (3)
or incompetent person
7. a. The usual revocable savings The grantor-trustee (1)
account (grantor is also trustee)
b. So-called trust account that is The actual owner (1)
not a legal or valid trust
under State law
8. Sole proprietorship account The owner (4)
- ------------------------------------------------------------------------------
- ----------------------------------------- --------------------
FOR THIS TYPE OF ACCOUNT: GIVE THE EMPLOYER
IDENTIFICATION
NUMBER OF -
- ----------------------------------------- --------------------
9. A valid trust, estate, Legal entity (Do
or pension trust not furnish the
identifying
number of the
personal
representative or
trustee unless the
legal entity
itself is not
designated in the
account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, or The organization
educational organization account
12. Partnership account held in the The partnership
name of the business
13. Association, club or other The organization
tax-exempt organization
14. Broker or registered nominee The broker or
nominee
15. Account with the Department The public entity
of Agriculture in the name of a
public entity (such as a State or
local government, school district
or prison) that receives agricultural
program payments
- ---------------------------------------------------------- --------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) Show the name of the owner
(5) List first and circle the name of the legal trust, estate or pension fund.
NOTE: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.
14
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING.
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a) or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A State, the District of Columbia, a possession of the United States,
or any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality
thereof.
- A registered dealer in securities or commodities registered in the
U.S. or a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust,or a non-exempt trust
described in section 4947(a)(1).
- An entity registered at all times under the Investment Company Act of
1940.
- A foreign central bank of issue. Payments of dividends and patronage
dividends not generally subject to backup withholding include the
following:
- Payments to nonresident aliens subject to withholding under section
1441.
- Payments to partnerships not engaged in a trade or business in the
U.S. and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid
in money.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
- Payments of interest not generally subject to backup withholding
include the following:
- Payments of interest on obligations issued by individuals.
NOTE: You may be subject to backup withholding if this interest is $600 or
more and is paid in the course of the payer's trade or business and you
have not provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under section 852).
- Payments described in section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
- Payments made to a nominee.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER. FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER, IF THE PAYMENTS ARE INTEREST, DIVIDENDS OR PATRONAGE DIVIDENDS. ALSO
SIGN AND DATE THE FORM.
Certain payments other than interest, dividends and patronage dividends, that
are not subject to information reporting, are also not subject to backup
withholding. For details see the regulations under sections 6041, 6041A(a),
6045, and 6050A.
PRIVACY ACT NOTICE. -- Section 6109 requires most recipients of dividend,
interest or other payments to give taxpayer identification numbers to payers who
must report the payments to IRS. IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Beginning January 1, 1993, payers must generally
withhold 31% of taxable interest, dividends, and certain other payments to a
payee who does not furnish a taxpayer identification number to a payer. Certain
penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are subject
to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.