LETTER OF TRANSMITTAL
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION)("OGLETHORPE")
OFFER TO EXCHANGE 6.974% SERIAL FACILITY BONDS DUE
JUNE 30, 2011 ("EXCHANGE FACILITY BONDS") FOR ALL OUTSTANDING
6.974% SERIAL FACILITY BONDS DUE JUNE 30, 2011
("PRIVATE FACILITY BONDS") PURSUANT TO ITS PROSPECTUS
DATED JANUARY 14, 1998
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON FEBRUARY 16,
1998, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
DELIVER TO: SUNTRUST BANK, ATLANTA, EXCHANGE AGENT
BY REGISTERED OR CERTIFIED MAIL,
OVERNIGHT COURIER OR HAND: BY FACSIMILE:
SunTrust Bank, Atlanta (404) 332-3966
58 Edgewood Avenue, Room 400 CONFIRM BY TELEPHONE:
Atlanta, Georgia 30303 (404) 588-7583
Attention: Philip DeMouey, Corporate
Trust Administration
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA 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.
This Letter of Transmittal is to be completed by a holder of Private
Facility Bonds if a tender of Private Facility Bonds is to be made by book-entry
transfer to the account maintained by the Exchange Agent at The Depository Trust
Company ("DTC") pursuant to the procedures set forth in the Prospectus under
"THE EXCHANGE OFFER--Procedures for Tendering." Confirmation of the book-entry
tender of Private Facility Bonds into the Exchange Agent's account at DTC (a
"Book-Entry Confirmation"), as well as this Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at its address set forth above prior to 5:00
P.M., New York City time, on the Expiration Date. Tenders may also be made by
delivering an Agent's Message (as defined below) in lieu of this Letter of
Transmittal. Holders of Private Facility Bonds who are unable to deliver
Book-Entry Confirmation and all other documents required by this Letter to the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date
must tender their Private Facility Bonds according to the guaranteed delivery
procedures set forth in the Prospectus under "THE EXCHANGE OFFER--Guaranteed
Delivery Procedures." See Instruction 1. The term "Agent's Message" means a
message, transmitted by DTC to and received by the Exchange Agent and forming a
part of a Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by this Letter of
Transmittal and that Oglethorpe or OPC Scherer 1997 Funding Corporation A, a
Delaware corporation ("OPC Scherer 1997 Funding Corporation"), may enforce this
Letter of Transmittal against such participant.
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 in
whose name the Private Facility Bonds are registered on the books of the Bond
Registrar or any other person who has obtained a properly completed bond power
from the registered holder. ANY BENEFICIAL OWNER WHOSE PRIVATE FACILITY BONDS
ARE HELD THROUGH A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER
NOMINEE AND WHO WISHES TO TENDER SHOULD NOT USE THIS LETTER OF TRANSMITTAL, BUT
SHOULD CONTACT SUCH NOMINEE PROMPTLY AND INSTRUCT SUCH NOMINEE TO DIRECT DTC OR
ITS NOMINEE TO TENDER ON SUCH BENEFICIAL OWNER'S BEHALF.
ALL TENDERING HOLDERS COMPLETE THIS BOX:
List below the Private Facility Bonds to which this Letter of Transmittal
relates.
DESCRIPTION OF PRIVATE FACILITY BONDS
1
AGGREGATE
NAME(S) AND ADDRESS(ES) OF REGISTERED PRINCIPAL AMOUNT OF 2
HOLDER(S) PRIVATE FACILITY PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) BOND(S) TENDERED*
Total
* Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL
of the Private Facility Bonds represented by the Private Facility Bonds indicated in
column 1. See Instruction 2. Private Facility Bonds tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof. See
Instruction 1.
/ / CHECK HERE IF TENDERED PRIVATE FACILITY BONDS ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
DTC Account Number ________________ Transaction Code Number ________________
/ / CHECK HERE IF TENDERED PRIVATE FACILITY BONDS ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which guaranteed delivery ______________________________
Name of Tendering Institution ______________________________________________
DTC Account Number ________________ Transaction Code Number ________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO HOLDS PRIVATE FACILITY BONDS
ACQUIRED FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING
ACTIVITIES AND WISH TO RECEIVE COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO FOR USE IN CONNECTION WITH RESALES OF
EXCHANGE FACILITY BONDS RECEIVED FOR YOUR OWN ACCOUNT IN EXCHANGE FOR SUCH
PRIVATE FACILITY BONDS.
Name: ______________________________________________________________________
Address: ___________________________________________________________________
Aggregate Principal Amount of Private Facility Bonds so held: $ ____________
2
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to OPC Scherer 1997 Funding Corporation, the
aggregate principal amount of Private Facility Bonds indicated in this Letter of
Transmittal, upon the terms and subject to the conditions set forth in the
Prospectus (the "Prospectus") dated January 14, 1998 issued by Oglethorpe,
receipt of which is hereby acknowledged, and in this Letter of Transmittal,
which together constitute Oglethorpe's offer (the "Exchange Offer") to exchange
$1,000 principal amount of 6.974% Serial Facility Bonds due June 30, 2011 issued
by OPC Scherer 1997 Funding Corporation, which have been registered under the
Securities Act of 1933, as amended (the "Exchange Facility Bonds"), for each
$1,000 principal amount of outstanding 6.974% Serial Facility Bonds due June 30,
2011 issued by OPC Scherer 1997 Funding Corporation, of which $224,702,000
aggregate principal amount was outstanding on the date of the Prospectus (the
"Private Facility Bonds" and, together with the Exchange Facility Bonds, the
"Facility Bonds"). Capitalized terms which are not defined herein are used
herein as defined in the Prospectus.
OPC Scherer 1997 Funding Corporation shall be deemed to have accepted
validly tendered Private Facility Bonds when, as and if Oglethorpe, on behalf of
OPC Scherer 1997 Funding Corporation, has given oral or written notice thereof
to the Exchange Agent. The undersigned understands that the tender of Private
Facility Bonds and the acceptance thereof by OPC Scherer 1997 Funding
Corporation will constitute a binding agreement between such holder and OPC
Scherer 1997 Funding Corporation in accordance with the terms and subject to the
conditions set forth herein and in the Prospectus.
Subject to, and effective upon, the acceptance for exchange of the Private
Facility Bonds tendered hereby, the undersigned hereby sells, assigns and
transfers to, or upon the order of, OPC Scherer 1997 Funding Corporation all
right, title and interest in and to such Private Facility Bonds as are being
tendered hereby and hereby irrevocably constitutes and appoints the Exchange
Agent as attorney-in-fact of the undersigned with respect to such Private
Facility Bonds, with full power of substitution (such power of attorney being an
irrevocable power coupled with an interest), to:
(a) transfer ownership of such Private Facility Bonds through book-entry
transfer at DTC, to or upon the order of OPC Scherer 1997 Funding
Corporation, upon receipt by the Exchange Agent, as the undersigned's agent,
of the same aggregate principal amount of Exchange Facility Bonds; and
(b) receive, for the account of OPC Scherer 1997 Funding Corporation,
all benefits and otherwise exercise, for the account of OPC Scherer 1997
Funding Corporation, all rights of beneficial ownership of the Private
Facility Bonds tendered hereby in accordance with the terms of the Exchange
Offer.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, exchange, sell, assign and transfer the Private
Facility Bonds tendered hereby and that OPC Scherer 1997 Funding Corporation
will acquire good, marketable and unencumbered title thereto, free and clear of
all security interests, liens, restrictions, charges, encumbrances, conditional
sale agreements or other obligations relating to their sale or transfer, and not
subject to any adverse claim when the same are accepted by OPC Scherer 1997
Funding Corporation. The undersigned hereby further represents that any Exchange
Facility Bonds acquired in exchange for Private Facility Bonds tendered hereby
will have been acquired in the ordinary course of business of the person
receiving such Exchange Facility Bonds, whether or not such person is the
undersigned, that neither the holder of such Private Facility Bonds nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Facility Bonds and that neither the holder
of such Private Facility Bonds nor any such other person is an "affiliate", as
defined in Rule 405 under the Securities Act of 1933, as amended (the
"Securities Act"), of Oglethorpe. The undersigned has read and agrees to all of
the terms of the Exchange Offer.
3
THE UNDERSIGNED ALSO ACKNOWLEDGES THAT THIS EXCHANGE OFFER IS BEING MADE IN
RELIANCE ON INTERPRETATIONS BY THE STAFF OF THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), AS SET FORTH IN NO-ACTION LETTERS ISSUED TO THIRD
PARTIES, THAT THE EXCHANGE FACILITY BONDS ISSUED IN EXCHANGE FOR THE PRIVATE
FACILITY BONDS PURSUANT TO THE EXCHANGE OFFER MAY BE OFFERED FOR RESALE, RESOLD
AND OTHERWISE TRANSFERRED BY HOLDERS THEREOF (OTHER THAN ANY SUCH HOLDER THAT IS
AN "AFFILIATE" OF OGLETHORPE 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 SUCH EXCHANGE FACILITY BONDS ARE
ACQUIRED IN THE ORDINARY COURSE OF SUCH HOLDER'S BUSINESS AND SUCH HOLDER DOES
NOT INTEND TO PARTICIPATE, AND HAS NO ARRANGEMENT WITH ANY PERSON TO PARTICIPATE
IN THE DISTRIBUTION OF SUCH EXCHANGE FACILITY BONDS. 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 FACILITY BONDS AND HAS NO
ARRANGEMENT OR UNDERSTANDING TO PARTICIPATE IN A DISTRIBUTION OF EXCHANGE
FACILITY BONDS. THE HOLDER AND ANY OTHER PERSON RECEIVING EXCHANGE FACILITY
BONDS ACKNOWLEDGE THAT IF THE HOLDER OR SUCH OTHER PERSON IS AN AFFILIATE OF
OGLETHORPE, IS ENGAGED IN OR INTENDS TO ENGAGE IN OR HAS ANY ARRANGEMENT OR
UNDERSTANDING WITH RESPECT TO THE DISTRIBUTION OF THE EXCHANGE FACILITY BONDS TO
BE ACQUIRED PURSUANT TO THE EXCHANGE OFFER, (I) SUCH HOLDER OR SUCH OTHER PERSON
CANNOT RELY ON THE APPLICABLE INTERPRETATIONS OF THE STAFF OF THE SEC AND, IN
THE ABSENCE OF AN EXEMPTION THEREFROM, MUST COMPLY WITH THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH ANY
RESALE TRANSACTION, AND (II) FAILURE TO COMPLY WITH SUCH REQUIREMENTS IN SUCH
INSTANCE COULD RESULT IN SUCH HOLDER INCURRING LIABILITY UNDER THE SECURITIES
ACT. IF THE UNDERSIGNED IS A BROKER-DEALER THAT WILL RECEIVE EXCHANGE FACILITY
BONDS FOR ITS OWN ACCOUNT IN EXCHANGE FOR PRIVATE FACILITY BONDS ACQUIRED AS A
RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A "PARTICIPATING
BROKER-DEALER"), IT REPRESENTS THAT THE PRIVATE FACILITY BONDS TO BE EXCHANGED
FOR THE EXCHANGE FACILITY BONDS WERE ACQUIRED BY IT AS A RESULT OF MARKET MAKING
OR OTHER TRADING ACTIVITIES AND ACKNOWLEDGES THAT IT WILL DELIVER A PROSPECTUS
IN CONNECTION WITH ANY RESALE OF SUCH EXCHANGE FACILITY BONDS; HOWEVER, BY SO
ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, SUCH PARTICIPATING BROKER-DEALER
WILL NOT BE DEEMED TO ADMIT THAT IT IS AN "UNDERWRITER" WITHIN THE MEANING OF
THE SECURITIES ACT.
Oglethorpe has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in connection with resales
of Exchange Facility Bonds received in exchange for Private Facility Bonds which
were acquired by such Participating Broker-Dealer for its own account as a
result of market making or other trading activities, for a period ending 90 days
after the Expiration Date or, if earlier, when all such Exchange Facility Bonds
have been disposed of by such Participating Broker-Dealer. In that regard, each
Participating Broker-Dealer by tendering such Private Facility Bonds and
executing this Letter of Transmittal, agrees that, upon receipt of notice from
Oglethorpe of the occurrence of any event or the discovery of any fact which
makes any statement contained or incorporated by reference in the Prospectus
untrue in any material respect or which causes the Prospectus to omit to state a
material fact necessary in order to make the statements contained or
incorporated by reference therein, in light of the circumstances under which
they were made, not misleading, such Participating Broker-Dealer will suspend
the sale of Exchange Facility Bonds pursuant to the Prospectus until Oglethorpe
has amended or supplemented the Prospectus to correct such misstatement or
omission and has furnished copies of the amended or supplemented Prospectus to
the Participating Broker-Dealer or Oglethorpe has given notice that the sale of
the Exchange Facility Bonds may be resumed, as the case may be. If Oglethorpe
gives such notice to suspend the sale of the Exchange Facility Bonds, it shall
extend the 90-day period referred to above during which Participating
Broker-Dealers are entitled to use the Prospectus in connection with the resale
of Exchange Facility Bonds by the number of days during the period from and
including the date of the giving of such notice to and including the date when
Participating Broker-Dealers shall have received copies of the supplemented or
amended Prospectus necessary to permit resales of the Exchange Facility Bonds or
to and including the date on which Oglethorpe has given notice that the sale of
Exchange Facility Bonds may be resumed, as the case may be.
4
As a result of the foregoing, a Participating Broker-Dealer who intends to
use the Prospectus in connection with resales of Exchange Facility Bonds
received in exchange for Private Facility Bonds pursuant to the Exchange Offer
must notify Oglethorpe, on or prior to the Expiration Date, that it is a
Participating Broker-Dealer. Such notice may be given in the space provided
above or may be delivered to the Exchange Agent at its address set forth above.
The undersigned will, upon request, execute and deliver any additional
documents deemed by Oglethorpe to be necessary or desirable to complete the
exchange, sale, assignment and transfer of the Private Facility Bonds tendered
hereby. All authority conferred or agreed to be conferred in this Letter of
Transmittal 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, incapacity or dissolution of the
undersigned. This tender may be withdrawn only in accordance with the procedures
set forth in the Prospectus under "THE EXCHANGE OFFER--Withdrawal of Tenders."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF PRIVATE
FACILITY BONDS" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO
HAVE TENDERED THE PRIVATE FACILITY BONDS AS SET FORTH IN SUCH BOX ABOVE.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please credit the account indicated above maintained at
DTC.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if Exchange Facility Bonds and/or Private Facility
Bonds which are not tendered or not accepted for exchange are to be credited
to an account maintained at DTC other than the account in the name of the
person signing this Letter of Transmittal.
Issue: / / Exchange Facility Bonds to:
/ / Private Facility Bonds not tendered or not accepted for exchange to:
Name(s) ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ______________________________________________________________________
(ZIP CODE)
DTC Account Number(s) ________________________________________________________
IMPORTANT: PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE, THE
EXCHANGE AGENT MUST RECEIVE (1) A BOOK-ENTRY CONFIRMATION, TOGETHER WITH (A)
THIS LETTER OF TRANSMITTAL (OR A FACSIMILE HEREOF) AND ALL OTHER REQUIRED
DOCUMENTS OR (B) AN AGENT'S MESSAGE OR (2) THE NOTICE OF GUARANTEED DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETION.
5
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
- ------------------------------------------------------- ---------------------------------
- ------------------------------------------------------- ---------------------------------
- ------------------------------------------------------- ---------------------------------
Signature(s) of Holder(s) Date
Area Code and Telephone Number: ________________________________________________
If a holder is tendering any Private Facility Bonds, this Letter of
Transmittal must be signed by the registered holder(s) as the name(s) appear(s)
on the books of the Bond Registrar or, if the holder is a participant in DTC, as
such participant's name appears on a securities position listing or by any
person(s) authorized to become registered holder(s) by a properly completed bond
power from the holder(s), a copy of which must be transmitted herewith. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, please
set forth full title and, unless waived by Oglethorpe, submit evidence
satisfactory to Oglethorpe of such person's authority to so act. See Instruction
3.
Name(s): _______________________________________________________________________
(Please Type or Print)
Capacity (Full Title): _________________________________________________________
Address: _______________________________________________________________________
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
- ------------------------------------------------------- ---------------------------------
Authorized Signature Date
Capacity (Full Title): _________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(Including Zip Code)
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND FACILITY BONDS; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Private Facility Bonds if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in the Prospectus under "THE EXCHANGE
OFFER--Procedures for Tendering" and an Agent's Message is not delivered.
Book-Entry Confirmation for all tendered Private Facility Bonds, as well as a
properly completed and duly executed Letter of Transmittal (or manually signed
facsimile hereof) and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at the address set forth
herein prior to 5:00 P.M., New York City time, on the Expiration Date. Tenders
may also be made by delivering an Agent's Message in lieu of this Letter of
Transmittal. Private Facility Bonds tendered hereby must be in denominations of
principal amount of $1,000 and any integral multiple thereof.
Holders of Private Facility Bonds who wish to tender their Private Facility
Bonds and (i) who cannot complete the procedure for book-entry transfer or (ii)
who cannot deliver the Letter of Transmittal or any other required documents to
the Exchange Agent, in each case prior to 5:00 P.M., New York City time, on the
Expiration Date may tender their Private Facility Bonds pursuant to the
guaranteed delivery procedures set forth in the Prospectus under "THE EXCHANGE
OFFER--Guaranteed Delivery Procedures." Pursuant to such procedures, (i) such
tender must be made through an Eligible Institution (as defined below), (ii)
prior to 5:00 P.M., New York City time, on the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
Oglethorpe (by facsimile transmission, mail or hand delivery), setting forth the
name and address of the holder of Private Facility Bonds and the principal
amount of Private Facility Bonds tendered, stating that the tender is being made
thereby and guaranteeing that within three New York Stock Exchange trading days
after the Expiration Date, a Book-Entry Confirmation for all tendered Private
Facility Bonds, this Letter of Transmittal (or a facsimile thereof) and any
other documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) Book-Entry Confirmation
for all tendered Private Facility Bonds, this Letter of Transmittal (or a
facsimile thereof) and all other documents required by this Letter of
Transmittal are received by the Exchange Agent within three New York Stock
Exchange trading days after the Expiration Date.
Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to holders who wish to tender their Private Facility Bonds according to the
guaranteed delivery procedures as set forth above.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE PRIVATE FACILITY
BONDS AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
TENDERING HOLDERS, BUT THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY
RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS
RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE, PROPERLY
INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE. DO NOT SEND THIS LETTER OF TRANSMITTAL OR ANY PRIVATE FACILITY BONDS TO
OGLETHORPE.
See "THE EXCHANGE OFFER" section of the Prospectus.
2. PARTIAL TENDERS; WITHDRAWAL RIGHTS. Tenders of Private Facility Bonds
will be accepted only in the principal amount of $1,000 and integral multiples
thereof. ALL OF THE PRIVATE FACILITY BONDS DELIVERED TO THE EXCHANGE AGENT WILL
BE DEEMED TO HAVE BEEN TENDERED
7
UNLESS OTHERWISE INDICATED IN THE BOX ENTITLED "DESCRIPTION OF PRIVATE FACILITY
BONDS" ABOVE.
Except as otherwise provided herein, tenders of Private Facility Bonds may
be withdrawn at any time prior to 5:00 P.M., New York City time, on the
Expiration Date. In order for a withdrawal to be effective on or prior to that
time, a written or facsimile transmission of such notice of withdrawal must be
received by the Exchange Agent at its address set forth above prior to 5:00
P.M., New York City time, on the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Private Facility Bonds to
be withdrawn, the aggregate principal amount of Private Facility Bonds to be
withdrawn and the name and number of the account at DTC to be credited with the
withdrawal of Private Facility Bonds, and must be signed by the holder in the
same manner as the original signature on the Letter of Transmittal by which such
Private Facility Bonds were tendered (including any required signature
guarantees) or be accompanied by documents of transfer sufficient to have the
Bond Registrar register the transfer of such Private Facility Bonds in the name
of the person withdrawing the tender. Withdrawals of tenders of Private Facility
Bonds may not be rescinded. Private Facility Bonds properly withdrawn will not
be deemed to have been validly tendered for purposes of the Exchange Offer, and
no Exchange Facility Bonds will be issued with respect thereto unless the
Private Facility Bonds so withdrawn are validly retendered. Any Private Facility
Bonds which have been tendered but which are withdrawn will be returned to the
holder thereof without cost to such holder as promptly as practicable after
withdrawal. Properly withdrawn Private Facility Bonds may be retendered at any
subsequent time on or prior to the Expiration Date by following the procedures
described in the Prospectus under "THE EXCHANGE OFFER--Procedures for
Tendering."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by Oglethorpe, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither Oglethorpe, any employees, agents, affiliates or assigns of Oglethorpe,
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 such notification.
3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS; GUARANTEE OF
SIGNATURES. If this Letter of Transmittal is signed by the registered holder of
the Private Facility Bonds tendered hereby, the signature must correspond
exactly with the name of such holder as it appears on the books of the Bond
Registrar, or, if such holder is a participant in DTC, as such participant's
name appears on a securities position listing as the holder of the Private
Facility Bonds, without any change whatsoever.
If any tendered Private Facility Bonds are owned of record by two or more
joint owners, all of such owners must sign this Letter of Transmittal.
If any tendered Private Facility Bonds are registered in different names on
several securities positions listings, it will be necessary to complete, sign
and submit as many separate copies of this Letter as there are different
registrations.
When this Letter of Transmittal is signed by the registered holder or
holders of the Private Facility Bonds specified herein and tendered hereby, no
separate bond powers are required. If, however, the Exchange Facility Bonds are
to be issued, or any untendered Private Facility Bonds are to be reissued, to a
person other than the registered holder, then separate bond powers are required.
Signatures on such bond powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any Private Facility Bonds specified herein,
this Letter must be accompanied by appropriate bond powers signed exactly as the
name or names of the registered holder or holders appear(s) on the books of the
Bond Registrar, and the signatures on such bond powers must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative
8
capacity, such persons should so indicate when signing, and, unless waived by
Oglethorpe, submit proper evidence satisfactory to Oglethorpe of their authority
to so act.
SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED
BY A FIRM WHICH IS A MEMBER OF A REGISTERED NATIONAL SECURITIES EXCHANGE OR A
MEMBER OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., BY A COMMERCIAL
BANK OR TRUST COMPANY HAVING AN OFFICE OR CORRESPONDENT IN THE UNITED STATES OR
BY AN "ELIGIBLE GUARANTOR INSTITUTION" WITHIN THE MEANING OF RULE 17Ad-15 UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER OF TRANSMITTAL MUST BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, UNLESS THE PRIVATE FACILITY BONDS ARE TENDERED: (I) BY A REGISTERED
HOLDER OF PRIVATE FACILITY BONDS (WHICH TERM, FOR PURPOSES OF THE EXCHANGE
OFFER, INCLUDES ANY PARTICIPANT IN DTC'S SYSTEM WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE HOLDER OF SUCH PRIVATE FACILITY BONDS) WHO HAS NOT
COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" ON THIS LETTER OR
(II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. SPECIAL ISSUANCE INSTRUCTIONS. Tendering holders of Private Facility
Bonds should indicate in the applicable box the name (and such named person's
employer identification or social security number) in which Exchange Facility
Bonds issued pursuant to the Exchange Offer and/or Private Facility Bonds not
exchanged are to be issued, if different from the name of the person signing
this Letter of Transmittal. Tendering holders may request that Private Facility
Bonds not exchanged be credited to such account maintained at DTC as such holder
may designate hereon. If no such instructions are given, such Private Facility
Bonds not exchanged will be credited to the account maintained at DTC in the
name of the person signing this Letter of Transmittal.
5. TAX IDENTIFICATION NUMBER. Federal income tax law generally requires that
a tendering holder whose Private Facility Bonds are accepted for exchange must
provide the Exchange Agent with such holder's correct Taxpayer Identification
Number ("TIN") on Substitute Form W-9 below. Exempt holders of Private Facility
Bonds (including, among others, all corporations and certain foreign
individuals) are not subject to these backup withholding and reporting
requirements. Such exempt holders should nevertheless complete the Substitute
Form W-9 below to avoid any erroneous backup withholding. If the Exchange Agent
is not provided with the current TIN or an adequate basis for an exemption, such
tendering holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to such tendering holder of Exchange Facility
Bonds may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
To prevent backup withholding, each tendering holder of Private Facility
Bonds must provide its correct TIN by completing the Substitute Form W-9 set
forth below, certifying that the TIN provided is correct (or that such holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding, (ii)
the holder has not been notified by the Internal Revenue Service that such
holder is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Private Facility Bonds is a foreign entity not subject to
backup withholding, such holder must give the Exchange Agent a completed Form
W-8, Certificate of Foreign Status. This form may be obtained from the Exchange
Agent. If the Private Facility Bonds are in more than one name or are not in the
name of the actual owner, such holder should consult the instructions on
Internal Revenue Service Form W-9, which may be obtained from the Exchange
Agent, for information on which TIN to report. If such holder does not have a
TIN and has applied for a TIN or intends to apply for a TIN in the near future,
such holder
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should check the box in Part 2 of the Substitute Form W-9 and write "applied
for" in lieu of its TIN. If the box in Part 2 is checked, the holder must also
complete the Certificate of Awaiting Taxpayer Identification Number below in
order to avoid backup withholding. If such holder does not provide its TIN to
the Exchange Agent within 60 days, backup withholding will begin and continue
until such holder furnishes its TIN to the Exchange Agent.
6. TRANSFER TAXES. Oglethorpe will pay all transfer taxes, if any,
applicable to the transfer of Private Facility Bonds to OPC Scherer 1997 Funding
Corporation or its order pursuant to the Exchange Offer. If, however, Exchange
Facility Bonds and/or substitute Private Facility Bonds not exchanged are to be
registered in the name of any person other than the registered holder of the
Private Facility Bonds tendered hereby, or if tendered Private Facility 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 transfer of Private Facility Bonds to OPC Scherer 1997 Funding Corporation
or its order pursuant to the Exchange Offer, the amount of any such transfer
taxes (whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
taxes or exemption therefrom is not submitted herewith, the amount of such
transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE PRIVATE FACILITY BONDS SPECIFIED IN
THIS LETTER OF TRANSMITTAL.
7. DETERMINATION OF VALIDITY. Oglethorpe will determine, in its sole
discretion, all questions as to the form of documents, validity, eligibility
(including time of receipt) and acceptance for exchange of any tender of Private
Facility Bonds, which determination shall be final and binding on all parties.
Oglethorpe reserves the absolute right to instruct OPC Scherer 1997 Funding
Corporation to reject any and all tenders determined by Oglethorpe not to be in
proper form or the acceptance of which, or exchange for which, may, in the view
of counsel to Oglethorpe, be unlawful. Oglethorpe also reserves the absolute
right, subject to applicable law, to waive any of the conditions of the Exchange
Offer set forth in the Prospectus under "THE EXCHANGE OFFER--Conditions" or any
defects, conditions or irregularity in any tender of Private Facility Bonds of
any particular holder whether or not similar conditions or irregularities are
waived in the case of other holders. Unless waived, any defects or
irregularities in connection with tenders of Private Facility Bonds must be
cured within such time as Oglethorpe may determine.
Oglethorpe's interpretation of the terms and conditions of the Exchange
Offer (including this Letter of Transmittal and the instructions hereto) will be
final and binding. No tender of Private Facility Bonds will be deemed to have
been validly made until all irregularities with respect to such tender have been
cured or waived. Although Oglethorpe intends to notify holders of defects or
irregularities with respect to tenders of Private Facility Bonds, neither
Oglethorpe, OPC Scherer 1997 Funding Corporation, any employees, agents,
affiliates or assigns of Oglethorpe or OPC Scherer 1997 Funding Corporation, the
Exchange Agent, nor any other person shall be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.
8. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Private Facility
Bonds, by execution of this Letter of Transmittal, shall waive any right to
receive notice of the acceptance of their Private Facility Bonds for exchange.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange
Agent, at the address and telephone number indicated above.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYER'S NAME: SUNTRUST BANK, ATLANTA
PART 1--PLEASE PROVIDE YOUR TIN TIN:
SUBSTITUTE IN THE BOX AT RIGHT AND CER- --------------------------------
FORM W-9 TIFY BY SIGNING AND DATING Social Security Number OR
BELOW Employer Identification Number
PART 2--TIN APPLIED FOR / /
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
to me).
DEPARTMENT OF THE TREASURY (2) I am not subject to backup withholding either because: (a) I
INTERNAL REVENUE SERVICE am exempt from backup withholding, or (b) I have not been
PAYER'S REQUEST FOR notified by the Internal Revenue Service (the "IRS") that I
TAXPAYER IDENTIFICATION am subject to backup withholding as a result of a failure to
NUMBER ("TIN") report all interest or dividends, or (c) the IRS has notified
AND CERTIFICATION me that I am no longer subject to backup withholding, and
(3) Any other information provided on this form is true and
correct.
PART 3--You must cross out item (2) of the above certification if
you have been notified by the IRS that you are subject to backup
withholding because of under reporting of interest or dividends
on your tax return and you have not been notified by the IRS that
you are no longer subject to backup withholding.
SIGNATURE DATE, 1998
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
2 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (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 by the time of the
exchange, 31 percent of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature: ____________________________ Date: ____________________________, 1998
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