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Exhibit 1 (d)
NOTICE OF GUARANTEED DELIVERY
TO TENDER FOR EXCHANGE
FIRST MORTGAGE BONDS, 6.86% SERIES DUE 2008
OF
THE CLEVELAND ELECTRIC ILLUMINATING COMPANY
As set forth in the Prospectus dated , 1999 (the "Prospectus"), of The
Cleveland Electric Illuminating Company (the "Company") and in the accompanying
Letter of Transmittal and instructions thereto (the "Letter of Transmittal"),
this form or one substantially equivalent hereto must be used to accept the
Company's exchange offer (the "Exchange Offer") to exchange any or all of its
outstanding First Mortgage Bonds, 6.86% Series due 2008 (the "Old Bonds") if (i)
certificates representing the Old Bonds to be tendered for purchase and payment
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. This form may be delivered by an Eligible Institution (as
defined herein) by mail or hand delivery or transmitted, via telegram, telex or
facsimile, to the Exchange Agent as set forth below. All capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Prospectus.
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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OLD BONDS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON
THE EXPIRATION DATE.
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To: The Chase Manhattan Bank, Exchange Agent
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
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE
A VALID DELIVERY.
This form is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an "Eligible
Institution" under the instructions thereto, such signature guarantee must
appear in the applicable space provided in the signature box on the Letter of
Transmittal.
LADIES AND GENTLEMEN:
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the aggregate principal
amount of Old Bonds set forth below, pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer --
Guaranteed Delivery Procedures."
Subject to and effective upon acceptance for exchange of the Old Bonds
tendered herewith, the undersigned hereby sells, assigns and transfers to or
upon the order of the Company all right, title and interest in and to, and any
and all claims in respect of or arising or having arisen as a result of the
undersigned's status as a holder of, all Old Bonds tendered hereby. In the event
of a termination of the Exchange Offer, the Old Bonds tendered pursuant hereto
will be returned to the tendering Old Bond holder promptly.
The undersigned hereby represents and warrants that the undersigned
accepts the terms and conditions of the Prospectus and the Letter of
Transmittal, 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. 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.
The undersigned understands that tenders of Old Bonds will be accepted
only in principal amounts equal to $1,000 or integral multiples thereof. The
undersigned understands that tenders of Old Bonds pursuant to the Exchange Offer
may not be withdrawn after 5:00 p.m., New York City time, on the Expiration
Date. Tenders of Old Bonds may also be withdrawn if the
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Exchange Offer is terminated without any such Old Bonds being purchased
thereunder or as otherwise provided in the Prospectus under the caption "The
Exchange Offer -- Withdrawal of Tenders."
All authority herein conferred or agreed to be conferred by this Notice
of Guaranteed Delivery shall survive the death or incapacity of the undersigned,
and every obligation of the undersigned under this Notice of Guaranteed Delivery
shall be binding upon the heirs, personal representatives, executors,
administrators, successors, assigns, trustees in bankruptcy and other legal
representatives of the undersigned.
PLEASE COMPLETE AND SIGN
Signature(s) of Registered Owner(s) or : Name(s) of Registered Holder(s):
Authorized Signatory
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Address:
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Principal Amount and Series of Old Bonds Tendered: ------------------------------------------------------
Area Code and Telephone No.:
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If Old Bonds will be delivered by book-entry transfer at
Certificate No(s). of Old Bonds (if available): The Depository Trust Company, insert The Depository
Account No.:
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Transaction Code No.:
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Date:
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of Old Bonds exactly as its (their) name(s) appear on certificates
for Old Bonds or 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 Notice of Guaranteed Delivery. If 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 provide the following information:
Please print name(s) and address(es)
Name(s):
Capacity:
Address(es):
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DO NOT SEND OLD BONDS WITH THIS FORM. OLD BONDS SHOULD BE SENT TO THE
EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF
TRANSMITTAL.
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Guarantee
(not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or a correspondent in the
United States, hereby guarantees that, within three New York Stock Exchange
trading days from the date of this Notice of Guaranteed Delivery, a properly
completed and duly executed Letter of Transmittal (or a facsimile thereof),
together with certificates representing the Old Bonds tendered hereby in
proper form for transfer (or confirmation of the book-entry transfer of such
Old Bonds into the Exchange Agent's account at The Depository Trust Company,
pursuant to the procedure for book-entry transfer set forth in the Prospectus)
and required documents will be deposited by the undersigned with the Exchange
Agent at one of its addresses set forth above.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Old Bonds tendered hereby to the Exchange Agent within the
time period set forth above and that failure to do so could result in
financial loss to the undersigned.
Name of Firm:__________________________ ______________________________________
AUTHORIZED SIGNATURE
Address:_______________________________ Name:________________________________
_______________________________________ Title:________________________________
Area Code and Telephone No.___________ Date:_________________________________
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