SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Consent Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Consent Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
NEW YORK STATE ELECTRIC & GAS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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OFFER TO PURCHASE AND CONSENT STATEMENT
NEW YORK STATE ELECTRIC & GAS CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING
SERIES OF ITS SERIAL PREFERRED STOCK, PAR VALUE $100 PER SHARE,
AT THE FOLLOWING PURCHASE PRICES
SERIES CUSIP NO. PURCHASE PRICE
- --------- ------------- -----------------
3.75% Cumulative Preferred Stock 649840-20-4 $ 72.00
4 1/2% Cumulative Preferred Stock (Series 1949) 649840-70-9 $ 89.50
4.40% Cumulative Preferred Stock 649840-40-2 $ 87.50
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1 $ 82.50
4.15% Cumulative Preferred Stock 649840-2*-5 $ 82.50
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NEW YORK STATE ELECTRIC & GAS CORPORATION
CONSENT STATEMENT WITH RESPECT TO THE ABOVE-LISTED
SERIES OF ITS SERIAL PREFERRED STOCK
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED.
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New York State Electric & Gas Corporation (the "Company"), a New York
corporation and a subsidiary of Energy East Corporation ("EEC"), invites the
holders of shares (the "Shares") of the series of serial preferred stock listed
above (each a "Series of Preferred," and a holder thereof, a "Preferred
Shareholder") of the Company, to tender any and all of their Shares for purchase
at the applicable purchase price per Share listed above, net to the seller in
cash, upon the terms and subject to the conditions set forth in this Offer to
Purchase and Consent Statement and in the accompanying Letter of Transmittal and
Consent (which together constitute the "Offer"). The Company will purchase any
and all Shares validly tendered and not withdrawn, upon the terms and subject to
the conditions set forth in the Offer. See "Terms of the Offer."
Concurrently with the Offer, the Board of Directors of the Company is
soliciting consents (the "Consent Solicitation") from the holders of the
Company's outstanding serial preferred stock (which consists of each Series of
Preferred included in this Offer, together with the Company's 6.30% Serial
Preferred Stock (Cumulative, $100 Par Value) (the "6.30% Series")) in connection
with a proposal to permit the issuance by the Company of up to $1.2 billion of
unsecured indebtedness in excess of all other unsecured indebtedness presently
authorized, permitted or previously consented to (the "Proposal"). See "Proposal
and Consent Solicitation." The 6.30% Series and each of the Series of Preferred
included in this Offer are referred to collectively as the "Outstanding Serial
Preferred Stock."
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL BY HOLDERS OF AT LEAST A
MAJORITY OF THE VOTES OF SHARES OF THE OUTSTANDING SERIAL PREFERRED STOCK
ENTITLED TO BE CAST, CONSIDERED TOGETHER AS ONE CLASS. THE OFFER FOR ANY ONE
SERIES OF PREFERRED IS NOT CONDITIONED UPON ANY MINIMUM NUMBER OF SHARES OF SUCH
SERIES OF PREFERRED BEING TENDERED AND IS INDEPENDENT OF THE OFFER FOR ANY OTHER
SERIES OF PREFERRED. SEE "TERMS OF THE OFFER--NUMBER OF SHARES; PURCHASE PRICES"
AND "TERMS OF THE OFFER--CONDITIONS OF THE OFFER."
If, but only if, a Preferred Shareholder validly consents to the Proposal
with respect to Shares but such Shares are not tendered pursuant to the Offer
and the Proposal is approved, the Company will make a special cash payment to
such Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents must be returned by the Expiration Date (as
defined herein) for the applicable Series of Preferred. Those Preferred
Shareholders who validly tender their Shares will be entitled only to the
purchase price per Share listed above and will not be entitled to the Special
Cash Payment. See "Proposal and Consent Solicitation."
(COVER CONTINUED ON NEXT PAGE)
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THE DEALER MANAGER FOR THE OFFER IS:
SALOMON SMITH BARNEY
March 1, 1999
(CONTINUATION OF COVER)
The Company will pay a solicitation fee for Shares tendered, accepted for
payment and paid for pursuant to the Offer and for Shares with respect to which
a consent is granted but which are not tendered pursuant to the Offer, subject
to certain conditions. See "Fees and Expenses."
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NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, NOR ANY OF ITS OFFICERS MAKES ANY
RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER SHARES. EACH
PREFERRED SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER
SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS THAT
PREFERRED SHAREHOLDERS GRANT THEIR CONSENT TO THE PROPOSAL.
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THIS OFFER TO PURCHASE AND CONSENT STATEMENT IS FIRST BEING MAILED ON OR ABOUT
MARCH 1, 1999.
THE RECORD DATE WITH RESPECT TO THE CONSENT SOLICITATION IS MARCH 5, 1999.
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THE 3.75% CUMULATIVE PREFERRED STOCK IS LISTED ON THE NEW YORK STOCK
EXCHANGE (THE "NYSE"). EACH OTHER SERIES OF PREFERRED IS TRADED IN THE
OVER-THE-COUNTER MARKET (THE "OTC") AND IS NOT LISTED ON ANY NATIONAL SECURITIES
EXCHANGE. MARKET PRICE INFORMATION, IF AVAILABLE, FOR EACH SERIES OF PREFERRED
IS SET FORTH IN THIS DOCUMENT UNDER THE CAPTION "PRICE RANGE OF SHARES;
DIVIDENDS." PREFERRED SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET
QUOTATIONS, IF AVAILABLE, FOR THE SHARES.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE
COMPANY AS TO WHETHER PREFERRED SHAREHOLDERS SHOULD TENDER OR REFRAIN FROM
TENDERING SHARES OF ANY SERIES OF PREFERRED PURSUANT TO THE OFFER. NO PERSON HAS
BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN
CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED HEREIN OR IN THE RELATED
LETTER OF TRANSMITTAL AND CONSENT. IF GIVEN OR MADE, SUCH RECOMMENDATION AND
SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY.
IMPORTANT
A Preferred Shareholder whose Shares are held by a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender, or to
consent to the Proposal without tendering, Shares. Any Preferred Shareholder
desiring to accept the Offer and tender all or any portion of his or her Shares
and/or consent to the Proposal with respect to such Shares, must complete and
sign the applicable Letter of Transmittal and Consent in accordance with the
instructions in such Letter of Transmittal and Consent, mail or deliver the same
and any other required documents to ChaseMellon Shareholder Services, L.L.C.
(the "Depositary") at one of the addresses set forth on the back cover of this
document, and, if tendering Shares, deliver the certificates for such Shares to
the Depositary, along with the applicable Letter of Transmittal and Consent, or
tender such Shares pursuant to the procedure for book-entry transfer set forth
herein, on or prior to the Expiration Date. ALTHOUGH TENDERS OF SHARES VIA
BOOK-ENTRY TRANSFER WILL BE EFFECTED THROUGH THE AUTOMATED TENDER OFFER PROGRAM
("ATOP") OF THE DEPOSITORY TRUST COMPANY ("DTC"), ALL SUCH TENDERS MUST BE
ACCOMPANIED BY A PROPERLY COMPLETED LETTER OF TRANSMITTAL AND CONSENT (TOGETHER
WITH ANY OTHER REQUIRED DOCUMENTS) WHICH MUST BE RECEIVED BY THE DEPOSITARY ON
OR PRIOR TO THE EXPIRATION DATE.
Any Preferred Shareholder who desires to tender his or her Shares and whose
certificates for such Shares are not immediately available, or who cannot comply
in a timely manner with the procedure for book-entry transfer, should tender
such Shares by following the procedures for guaranteed delivery set forth below
under "Terms of the Offer--Procedure for Tendering Shares."
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND CONSENT.
FAILURE TO USE THE APPLICABLE LETTER OF TRANSMITTAL AND CONSENT WILL CAUSE A
TENDER AND/OR CONSENT TO BE INVALID. FOR YOUR CONVENIENCE, THE LETTERS OF
TRANSMITTAL AND CONSENT HAVE BEEN COLOR-CODED AS FOLLOWS:
SERIES COLOR
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3.75% Cumulative Preferred Stock Light Yellow
4 1/2% Cumulative Preferred Stock (Series 1949) Light Red
4.40% Cumulative Preferred Stock Light Gray
4.15% Cumulative Preferred Stock (Series 1954) Lavendar
4.15% Cumulative Preferred Stock Light Blue
The same Letter of Transmittal and Consent may not be used to tender Shares
and to grant consent with respect to other Shares which are not being tendered.
A Preferred Shareholder tendering a portion of his or her Shares and granting a
consent with respect to other Shares without tendering such Shares must submit
two separate Letters of Transmittal and Consent, one with respect to the
tendered Shares and one with respect to the Shares for which a consent is
granted but which are not tendered.
Questions or requests for assistance may be directed to Georgeson & Company,
Inc. (the "Information Agent") or to Salomon Smith Barney Inc. ("Salomon Smith
Barney" or the "Dealer Manager") at their respective telephone numbers and
addresses as set forth on the back cover of this document. Requests for
additional copies of this document, the applicable Letter of Transmittal and
Consent or other tender offer or consent materials should be directed to the
Information Agent, and such copies will be furnished promptly at the Company's
expense. Preferred Shareholders may also contact their broker, dealer,
commercial bank or trust company for assistance concerning the Offer.
i
TABLE OF CONTENTS
PAGE
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Summary.................................................................................................... 1
Terms of the Offer......................................................................................... 6
Number of Shares; Purchase Prices........................................................................ 6
Expiration Date; Extension of Tender Period.............................................................. 6
Procedure for Tendering Shares........................................................................... 7
Withdrawal Rights........................................................................................ 9
Acceptance of Shares for Payment and Payment of Purchase Price........................................... 10
Conditions of the Offer.................................................................................. 10
Termination; Amendments.................................................................................. 12
Proposal and Consent Solicitation.......................................................................... 14
Introduction............................................................................................. 14
Special Cash Payment..................................................................................... 14
Record Date; Voting Securities; Required Vote............................................................ 15
Consents................................................................................................. 15
Procedural Instructions.................................................................................. 16
Revocation of Consents................................................................................... 16
Appraisal Rights......................................................................................... 17
Cost of Solicitation..................................................................................... 17
Security Ownership of Certain Beneficial Owners and Management........................................... 17
Reasons for the Proposal; Certain Effects of the Proposal................................................ 17
Price Range of Shares; Dividends........................................................................... 18
Purpose of the Offer; Certain Effects of the Offer......................................................... 20
Rating Agencies............................................................................................ 22
Certain Federal Income Tax Considerations.................................................................. 22
Tax Considerations for Tendering Preferred Shareholders.................................................. 22
Tax Considerations for Non-Tendering Preferred Shareholders.............................................. 23
Backup Withholding....................................................................................... 23
Source and Amount of Funds................................................................................. 24
Transactions and Agreements Concerning the Shares.......................................................... 24
Fees and Expenses.......................................................................................... 24
Certain Information Regarding the Company.................................................................. 26
Summary of Financial Information........................................................................... 26
Incorporation of Additional Information.................................................................... 27
Miscellaneous.............................................................................................. 27
ii
SUMMARY
THE FOLLOWING SUMMARY IS NOT INTENDED TO BE COMPLETE AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE FULL TEXT AND MORE SPECIFIC DETAILS CONTAINED IN
THIS DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL AND CONSENT AND ANY
AMENDMENTS OR SUPPLEMENTS HERETO OR THERETO. PREFERRED SHAREHOLDERS ARE URGED TO
READ THIS DOCUMENT AND THE RELATED LETTER OF TRANSMITTAL AND CONSENT IN THEIR
ENTIRETY. EACH OF THE CAPITALIZED TERMS USED IN THIS SUMMARY AND NOT DEFINED
HEREIN HAS THE MEANING SET FORTH ELSEWHERE IN THIS DOCUMENT.
THE COMPANY
The Company is a combination electric and gas utility company engaged in the
business of purchasing, transmitting and distributing electricity and
purchasing, transporting and distributing natural gas. The service territory,
99% of which is located outside the corporate limits of cities, is in the
central, eastern and western parts of the State of New York. The service
territory has an area of 19,900 square miles and a population of 2,400,000. The
mailing address of the principal executive office of the Company is P.O. Box
3287, Ithaca, New York, 14852-3287, and the telephone number is (607) 347-4131.
THE OFFER
Series of Preferred Subject to the All outstanding shares of 3.75% Cumulative
Offer.................................. Preferred Stock, par value $100 per share (the
"3.75% Series")
All outstanding shares of 4 1/2% Cumulative
Preferred Stock (Series 1949), par value $100
per share (the "4 1/2% Series")
All outstanding shares of 4.40% Cumulative
Preferred Stock, par value $100 per share (the
"4.40% Series")
All outstanding shares of 4.15% Cumulative
Preferred Stock (Series 1954), par value $100
per share (the "4.15% (1954) Series")
All outstanding shares of 4.15% Cumulative
Preferred Stock, par value $100 per share (the
"4.15% Series")
Shares Outstanding....................... 150,000 shares of the 3.75% Series
40,000 shares of the 4 1/2% Series
55,200 shares of the 4.40% Series
35,200 shares of the 4.15% (1954) Series
14,000 shares of the 4.15% Series
The Purchase Prices...................... $72.00 per share for the 3.75% Series
$89.50 per share for the 4 1/2% Series
$87.50 per share for the 4.40% Series
$82.50 per share for the 4.15% (1954) Series
$82.50 per share for the 4.15% Series
Expiration Date.......................... With respect to each Series of Preferred, the
Offer expires on the later of 12:00 midnight,
New York City time, on March 26, 1999, and the
latest time and date to which the Offer with
respect to such Series of Preferred is extended
(the "Expiration Date").
Purpose of the Offer..................... The Company believes that the purchase of the
Shares and approval of the Proposal will provide
the Company
1
the flexibility to obtain financing on terms
more advantageous to the Company than would
otherwise be the case. In addition, the Offer
gives Preferred Shareholders the opportunity to
sell their Shares at a price which the Company
believes to be a premium to generally prevailing
market prices on the date of the announcement of
the Offer without the usual transaction costs
associated with a market sale. The Company
expects to cancel any Shares purchased pursuant
to the Offer and restore such Shares to the
status of authorized but unissued shares. See
"Purpose of the Offer; Certain Effects of the
Offer."
Dividends................................ The April 1999 dividend has been declared on the
Company's Outstanding Serial Preferred Stock,
payable on April 1, 1999 to holders of record on
March 10, 1999. A Preferred Shareholder who is
entitled to receive the April 1999 dividend will
receive such dividend even if he or she tenders
Shares prior to March 10, 1999. Tendering
Preferred Shareholders whose Shares are
purchased pursuant to the Offer will not be
entitled to any dividends in respect of any
later dividend periods (or any portion thereof).
Conditions............................... The Offer is conditioned on the approval of the
Proposal by holders of at least a majority of
the votes of shares of the Outstanding Serial
Preferred Stock entitled to be cast, considered
together as one class. The Offer is also subject
to certain other conditions. See "Terms of the
Offer--Conditions of the Offer."
Independent Offers....................... The Offer for any one Series of Preferred is
independent of the Offer for any other Series of
Preferred. The Offer is not conditioned upon the
tender of a minimum number of Shares of any
Series of Preferred.
How to Tender Shares..................... A Preferred Shareholder whose Shares are held by
a broker, dealer, commercial bank, trust company
or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he
or she desires to tender such Shares. Any
Preferred Shareholder desiring to accept the
Offer and tender all or any portion of his or
her Shares must complete and sign the applicable
Letter of Transmittal and Consent, in accordance
with the instructions in such Letter of
Transmittal and Consent, mail or deliver the
same and any other required documents to the
Depositary, and either (i) deliver the
certificates for such Shares to the Depositary,
along with the applicable Letter of Transmittal
and Consent, or (ii) tender such Shares pursuant
to the procedure for book-entry transfer set
forth herein, on or prior to the Expiration
Date.
2
Although tenders of Shares via book-entry
transfer will be effected through DTC's ATOP
system, all such tenders must be accompanied by
a properly completed Letter of Transmittal and
Consent.
The same Letter of Transmittal and Consent may
not be used to tender Shares and to grant
consent with respect to other Shares which are
not being tendered. A Preferred Shareholder
tendering a portion of his or her Shares and
granting a consent with respect to other Shares
without tendering such Shares must submit two
separate Letters of Transmittal and Consent, one
with respect to the tendered Shares and one with
respect to the Shares for which a consent is
granted but which are not tendered. See "Terms
of the Offer--Procedure for Tendering Shares."
Guaranteed Delivery...................... Any Preferred Shareholder who desires to tender
his or her Shares and whose certificates for
such Shares are not immediately available, or
who cannot comply in a timely manner with the
procedure for book-entry transfer, should tender
such Shares by following the procedures for
guaranteed delivery set forth below under "Terms
of the Offer--Procedure for Tendering Shares."
Withdrawal Rights........................ Tendered Shares may be withdrawn at any time
until the Expiration Date with respect to such
Series of Preferred and, unless previously
accepted for payment, may also be withdrawn
after April 23, 1999. A consent accompanying any
tendered Shares that are withdrawn will not be
considered revoked unless the Preferred
Shareholder specifically revokes such consent as
described herein. See "Terms of the
Offer--Withdrawal Rights."
Stock Transfer Tax....................... Except as described herein, the Company will pay
or cause to be paid any stock transfer taxes
with respect to the sale and transfer of any
Shares to it or its order pursuant to the Offer.
See "Terms of the Offer-- Acceptance of Shares
for Payment and Payment of Purchase Price" and
Instruction 6 of the applicable Letter of
Transmittal and Consent.
Brokerage Commissions.................... No brokerage commissions will be payable by
Preferred Shareholders in connection with the
Offer.
Fees..................................... The Company will pay a solicitation fee to
Soliciting Dealers (as hereinafter defined) of
$1.50 per Share for Shares that are tendered,
accepted for payment and paid for pursuant to
the Offer (except that for transactions for
beneficial owners whose ownership equals or
exceeds 2,500 Shares, the Company will pay a
solicitation fee of $1.00 per Share). A
Soliciting Dealer
3
will not be entitled to a solicitation fee for
Shares beneficially owned by such Soliciting
Dealer. The Company will also pay certain
additional fees to the Dealer Manager. See "Fees
and Expenses."
THE CONSENT SOLICITATION
The Proposal............................. Concurrently with the Offer, the Board of
Directors of the Company is soliciting consents
from the holders of the Company's Outstanding
Serial Preferred Stock in connection with the
Proposal to permit the issuance by the Company
of up to $1.2 billion of unsecured indebtedness
in excess of all other unsecured indebtedness
presently authorized, permitted or previously
consented to under the Company's Restated
Certificate of Incorporation, as amended (the
"Charter"). The Company believes that the
ability to issue additional unsecured
indebtedness will provide the Company the
flexibility to obtain financing on terms more
advantageous to the Company than would otherwise
be the case. The Proposal will become effective
when duly completed, valid and unrevoked
consents of the holders of at least a majority
of the votes of shares of the Outstanding Serial
Preferred Stock entitled to be cast are
delivered to the Company. Consents in respect of
Shares tendered will not be deemed to be
delivered to the Company until such Shares are
accepted for payment and paid for pursuant to
the Offer. See "Proposal and Consent
Solicitation-- Reasons for the Proposal; Certain
Effects of the Proposal."
Record Date.............................. March 5, 1999.
Who May Consent.......................... Preferred Shareholders who are the holders of
record as of the Record Date with respect to
shares of the Company's Outstanding Serial
Preferred Stock may grant their consent to the
Proposal regardless of whether they tender
Shares.
Consent Return Date...................... Preferred Shareholders MUST return their
consents by the Expiration Date for the
applicable Series of Preferred.
Special Cash Payment..................... If, but only if, a Preferred Shareholder validly
consents to the Proposal with respect to Shares
but such Shares are not tendered pursuant to the
Offer and the Proposal is approved, the Company
will make the Special Cash Payment to such
Preferred Shareholder in an amount equal to
$1.00 for each such Share. Those Preferred
Shareholders who validly tender their Shares
will be entitled only to the purchase price per
Share specified herein and will not be entitled
to the Special Cash Payment.
4
How to Consent........................... Preferred Shareholders who wish to consent to
the Proposal but not tender Shares pursuant to
the Offer must complete the portion of the
applicable Letter of Transmittal and Consent
with respect to the granting of the consent, in
accordance with the instructions in the
applicable Letter of Transmittal and Consent,
but should not send certificates or effect a
book-entry transfer of their Shares.
The same Letter of Transmittal and Consent may
not be used to tender Shares and to grant
consent with respect to other Shares which are
not being tendered. A Preferred Shareholder
tendering a portion of his or her Shares and
granting a consent with respect to other Shares
without tendering such Shares must submit two
separate Letters of Transmittal and Consent, one
with respect to the tendered Shares and one with
respect to the Shares for which a consent is
granted but which are not tendered. See
"Proposal and Consent Solicitation-- Procedural
Instructions."
Revocation of Consents................... Executed consents may be revoked at any time
prior to the time that the Proposal becomes
effective, provided that a written, dated
revocation which clearly identifies the consent
being revoked is executed and delivered to the
Depositary at the address set forth on the back
cover of this document. A revocation may be in
any written form validly signed by the record
holder as of the Record Date as long as it
clearly states that the consent previously given
is no longer effective. See "Proposal and
Consent Solicitation--Revocation of Consents."
Solicitation Fees........................ If the Proposal is approved, the Company will
pay a solicitation fee to Soliciting Dealers of
$.50 per Share for Shares that are not tendered
pursuant to the Offer but in respect of which a
consent is validly granted. See "Fees and
Expenses."
QUESTIONS AND INFORMATION
Information Agent........................ Questions regarding how to tender and consent
and requests for additional copies of this
document and the applicable Letter of
Transmittal and Consent should be directed to
Georgeson & Company, Inc., the Information
Agent, at (800) 223-2064 or at its address on
the back cover hereof. Banks and brokers call
collect (212) 440-9800.
Dealer Manager........................... Questions regarding the terms of the Offer and
the Consent Solicitation should be directed to
Salomon Smith Barney, the Dealer Manager for the
Offer, at (800) 558-3745 or at its address on
the back cover hereof.
5
TERMS OF THE OFFER
NUMBER OF SHARES; PURCHASE PRICES
Upon the terms and subject to the conditions described herein and in the
applicable Letter of Transmittal and Consent, the Company will purchase any and
all Shares that are validly tendered on or prior to the Expiration Date (and not
properly withdrawn in accordance with "Terms of the Offer-- Withdrawal Rights")
at the purchase price per Share listed below, net to the seller in cash:
$72.00 per share for the 3.75% Series
$89.50 per share for the 4 1/2% Series
$87.50 per share for the 4.40% Series
$82.50 per share for the 4.15% (1954) Series
$82.50 per share for the 4.15% Series
On February 28, 1999, there were issued and outstanding 150,000 shares of
the 3.75% Series; 40,000 shares of the 4 1/2% Series; 55,200 shares of the 4.40%
Series; 35,200 shares of the 4.15% (1954) Series; and 14,000 shares of the 4.15%
Series.
The Offer is conditioned upon, among other things, the approval of the
Proposal by holders of at least a majority of the votes of shares of the
Outstanding Serial Preferred Stock entitled to be cast, considered together as
one class. The Offer is subject to certain other conditions. The Offer for any
one Series of Preferred is not conditioned upon any minimum number of shares of
such Series of Preferred being tendered and is independent of the Offer for any
other Series of Preferred. See "Terms of the Offer-- Conditions of the Offer."
The Offer is being sent to all persons in whose names Shares are registered
on the books of the Company as of the close of business on February 19, 1999 as
well as to all persons in whose names Shares are registered on the books of the
Company as of the Record Date. No record date is fixed for determining which
persons are permitted to tender Shares. However, only the holders of record as
of the Record Date are permitted to grant their consent to the Proposal.
NO ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS WILL BE ACCEPTED.
EXPIRATION DATE; EXTENSION OF TENDER PERIOD
With respect to each Series of Preferred, the Expiration Date for the Offer
is the later of 12:00 midnight, New York City time, on March 26, 1999, and the
latest time and date to which the Offer with respect to such Series of Preferred
is extended.
The Company expressly reserves the right, in its sole discretion, and at any
time and/or from time to time, to extend the period of time during which the
Offer for any Series of Preferred is open by giving oral or written notice of
such extension to the Depositary and by making a public announcement thereof,
without extending the period of time during which the Offer for any other Series
of Preferred is open. During any such extension, all Shares of the subject
Series of Preferred previously tendered will remain subject to the Offer, except
to the extent that such Shares may be withdrawn as set forth in "Terms of the
Offer--Withdrawal Rights." There is no assurance whatsoever that the Company
will exercise its right to extend the Offer for any Series of Preferred. The
Company may decide with respect to a Series of Preferred, in its sole
discretion, to (i) decrease the number of Shares of such Series of Preferred
being sought, (ii) increase or decrease the consideration offered in the Offer
to holders of such Series of Preferred or (iii) increase or decrease the
Soliciting Dealers' fees. If, at the time that notice of such increase or
decrease is first published, sent or given to holders of such Series of
Preferred in the manner specified herein and the Offer for such Series of
Preferred is scheduled to expire at any time earlier than the tenth business day
from the date that such notice is first published, sent or given, then such
Offer will
6
be extended until at least the expiration of such ten business day period. The
Company may be required to extend the Offer if certain other material changes
are made. See "Terms of the Offer--Termination; Amendments." For purposes of the
Offer, a "business day" means any day other than a Saturday, Sunday or federal
holiday and consists of the time period from 12:01 a.m. through 12:00 midnight,
New York City time.
PROCEDURE FOR TENDERING SHARES
TENDERING SHARES. To validly tender Shares pursuant to the Offer, Preferred
Shareholders must either:
(a) send to the Depositary, or arrange for the Depositary to receive,
prior to the Expiration Date (at one of its addresses set forth on the back
cover of this document), a properly completed and duly executed Letter of
Transmittal and Consent together with any required signature guarantees and
any other documents required by the Letter of Transmittal and Consent, and
either (i) send to the Depositary, or arrange for the Depositary to receive,
at one of such addresses, certificates for the Shares to be tendered or (ii)
effect delivery of such Shares pursuant to the procedures for book-entry
transfer described herein (in which case, a confirmation of such delivery
must also be received by the Depositary); or
(b) comply with the guaranteed delivery procedure described under
"Guaranteed Delivery Procedure" below.
A Preferred Shareholder whose Shares are held by a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender, or to
consent to the Proposal without tendering, Shares.
In tendering, please use the applicable Letter of Transmittal and Consent:
SERIES COLOR
- ------------------------------------------------------ ----------------------
3.75% Series Light Yellow
4 1/2% Series Light Red
4.40% Series Light Gray
4.15% (1954) Series Lavendar
4.15% Series Light Blue
The same Letter of Transmittal and Consent may not be used to tender Shares
and to grant consent with respect to other Shares which are not being tendered.
A Preferred Shareholder tendering a portion of his or her Shares and granting a
consent with respect to other Shares without tendering such Shares must submit
two separate Letters of Transmittal and Consent, one with respect to the
tendered Shares and one with respect to the Shares for which a consent is
granted but which are not tendered.
A tender of Shares made pursuant to any method of delivery set forth herein
or in the applicable Letter of Transmittal and Consent in accordance with the
terms hereof and such Letter of Transmittal and Consent will constitute a
binding agreement between the tendering holder and the Company upon the terms
and subject to the conditions of the Offer.
The Depositary will establish an account with respect to the Shares at DTC
(the "Book-Entry Transfer Facility") for purposes of the Offer within two
business days after the date hereof, and any financial institution that is a
participant in the system of the Book-Entry Transfer Facility may make delivery
of Shares by causing the transfer of such Shares into the Depositary's account
in accordance with the procedures of DTC's ATOP system. ALL TENDERS OF SHARES
VIA DTC'S ATOP SYSTEM MUST BE ACCOMPANIED BY A PROPERLY COMPLETED AND DULY
EXECUTED LETTER OF TRANSMITTAL AND CONSENT (TOGETHER WITH ANY OTHER REQUIRED
DOCUMENTS) WHICH MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE. Delivery
7
of such Letter of Transmittal and Consent and any other required documents other
than to the Depositary will not constitute a valid tender.
If Shares are registered in the name of a person other than the signatory on
the applicable Letter of Transmittal and Consent, or if not all Shares
represented by a certificate are tendered in the Offer and the unpurchased
Shares are to be issued to a person other than the registered holder(s), the
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name or names of the registered holder(s)
appear on the Shares with the signature(s) on the Shares or stock powers
guaranteed as described below. See Instructions 4 and 7 to the Letter of
Transmittal and Consent.
THE METHOD OF DELIVERY OF SHARES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE
OPTION AND RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT
IS THE TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A
TENDER HAS BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE
ALLOWED TO ASSURE TIMELY DELIVERY.
All questions as to the form of documents and the validity, eligibility
(including the time of receipt) and acceptance for payment of any tender of
Shares will be determined by the Company in its sole discretion, and its
determination will be final and binding. The Company reserves the absolute right
to reject any and all tenders of Shares that (i) it determines are not in proper
form or (ii) the acceptance for payment of or payment for which may, in the
opinion of the Company, be unlawful. The Company also reserves the absolute
right to waive any defect or irregularity in any tender of Shares. None of the
Company, the Dealer Manager, the Depositary, the Information Agent nor any other
person will be under any duty to give notice of any defect or irregularity in
tenders, nor shall any of them incur any liability for failure to give any such
notice.
FOR FURTHER INFORMATION IN TENDERING SHARES, CALL THE INFORMATION AGENT OR
THE DEALER MANAGER OR CONSULT YOUR BROKER FOR ASSISTANCE.
SIGNATURE GUARANTEES. In general, all signatures on a Letter of Transmittal
and Consent must be guaranteed by a firm that is a member of a registered
national securities exchange or the National Association of Securities Dealers,
Inc. (the "NASD"), or by a commercial bank or trust company having an office or
correspondent in the United States that is a participant in an approved
Signature Guarantee Medallion Program (each of the foregoing being referred to
as an "Eligible Institution"). However, signatures on a Letter of Transmittal
and Consent need not be guaranteed if (a) the Letter of Transmittal and Consent
is signed by the registered owner of the Shares tendered therewith and such
owner has not completed the box entitled "Special Payment Instructions" or the
box entitled "Special Delivery Instructions" on the Letter of Transmittal and
Consent, (b) such Shares are tendered for the account of an Eligible Institution
or (c) the Letter of Transmittal and Consent is being used solely for the
purpose of granting a consent with respect to Shares which are not being
tendered pursuant to the Offer. See Instructions 1 and 5 of the Letter of
Transmittal and Consent.
GUARANTEED DELIVERY PROCEDURE. If a Preferred Shareholder desires to tender
Shares pursuant to the Offer and such Preferred Shareholder's certificates are
not immediately available or the procedures for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Depositary prior to the Expiration Date, such Shares may nevertheless
be tendered if all of the following guaranteed delivery procedures are complied
with:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery and Consent, substantially in the form provided by the Company
herewith, is received (with any required signatures or signature guarantees)
by the Depositary on or prior to the Expiration Date; and
8
(iii) the certificates for all tendered Shares in proper form for
transfer or a book-entry confirmation with respect to all tendered Shares,
together with a properly completed and duly executed Letter of Transmittal
and Consent and any other documents required by the Letter of Transmittal
and Consent, are received by the Depositary no later than 5:00 p.m., New
York City time, within three business days after the date of delivery of
such Notice of Guaranteed Delivery and Consent.
THE NOTICE OF GUARANTEED DELIVERY AND CONSENT MAY BE DELIVERED BY HAND OR
MAILED TO THE DEPOSITARY AND MUST INCLUDE AN ENDORSEMENT BY AN ELIGIBLE
INSTITUTION IN THE FORM SET FORTH IN SUCH NOTICE OF GUARANTEED DELIVERY AND
CONSENT. ELIGIBLE INSTITUTIONS MAY DELIVER THE NOTICE OF GUARANTEED DELIVERY AND
CONSENT BY FACSIMILE TRANSMISSION.
In all cases, Shares shall not be deemed validly tendered unless a properly
completed and duly executed Letter of Transmittal and Consent is received by the
Depositary within the applicable time limit.
AVOIDING BACKUP WITHHOLDING TAX WHEN TENDERING. To avoid federal income tax
backup withholding equal to 31% of the gross payment made pursuant to the Offer
or, alternatively, the Special Cash Payment, each tendering Preferred
Shareholder and each non-tendering Preferred Shareholder who grants his or her
consent to the Proposal must notify the Depositary of such Preferred
Shareholder's correct taxpayer identification number and provide certain other
information by properly completing and executing the Substitute Form W-9
included in the Letter of Transmittal and Consent (or, in the case of a foreign
preferred shareholder, must complete and execute Form W-8 obtainable from the
Depositary). See "Certain Federal Income Tax Considerations--Backup
Withholding."
EACH PREFERRED SHAREHOLDER IS URGED TO CONSULT WITH HIS OR HER OWN TAX
ADVISOR REGARDING THE TAX CONSEQUENCES OF THE OFFER.
WITHDRAWAL RIGHTS
Tenders of Shares made pursuant to the Offer may be withdrawn at any time
prior to the Expiration Date. Thereafter, such tenders are irrevocable, except
that they may be withdrawn after April 23, 1999, unless previously accepted for
payment as provided herein.
A consent accompanying any tendered Shares that are withdrawn will not be
considered revoked unless the Preferred Shareholder specifically revokes such
consent as described below under "Proposal and Consent Solicitation--Revocation
of Consents."
To be effective, a written notice of withdrawal must be timely received by
the Depositary (at one of its addresses set forth on the back cover hereof) and
must specify the name of the person who tendered the Shares to be withdrawn and
the number of Shares to be withdrawn. If the Shares to be withdrawn have been
delivered to the Depositary, a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution (except in the case of Shares tendered by
an Eligible Institution) must be submitted prior to the release of such Shares.
In addition, such notice must specify, in the case of Shares tendered by
delivery of certificates, the name of the registered owner (if different from
that of the tendering Preferred Shareholder) and the serial numbers shown on the
particular certificates evidencing the Shares to be withdrawn or, in the case of
Shares tendered by book-entry transfer, the name and number of the account at
the Book-Entry Transfer Facility to be credited with the withdrawn Shares and
the name of the registered holder (if different from the name of such account).
Withdrawals may not be rescinded, and Shares withdrawn will thereafter be deemed
not validly tendered for purposes of the Offer. However, withdrawn Shares may be
re-tendered by again following the procedures described in "Terms of the
Offer--Procedure for Tendering Shares" at any time prior to the Expiration Date.
All questions as to the form and validity (including time of receipt) of any
notice of withdrawal will be determined by the Company, in its sole discretion,
and its determination will be final and binding. None of the Company, the Dealer
Manager, the Depositary, the Information Agent nor any other person will be
9
under any duty to give notification of any defect or irregularity in any notice
of withdrawal or will incur any liability for failure to give any such
notification.
ACCEPTANCE OF SHARES FOR PAYMENT AND PAYMENT OF PURCHASE PRICE
Upon the terms and subject to the conditions of the Offer, and as promptly
as practicable after the Expiration Date, the Company will accept for payment
(and thereby purchase) and pay for Shares validly tendered and not withdrawn as
permitted in "Terms of the Offer--Withdrawal Rights." Thereafter, payment for
all Shares accepted pursuant to the Offer will be made by the Depositary by
check as promptly as practicable after the Expiration Date. Notwithstanding any
other provision hereof, in all cases, payment for Shares accepted for payment
pursuant to the Offer will be made promptly but only after timely receipt by the
Depositary of certificates for, or a confirmation of a book-entry transfer with
respect to, such Shares, a properly completed and duly executed Letter of
Transmittal and Consent with any required signature guarantees and any other
required documents. Accordingly, tendering Preferred Shareholders may be paid at
different times depending upon when certificates for Shares or confirmations of
book-entry transfers are actually received by the Depositary.
The Company will be deemed to have accepted for payment (and thereby have
purchased) Shares that are validly tendered and not withdrawn as, if and when it
gives oral and written notice to the Depositary of its acceptance for payment of
such Shares. The Company will pay for Shares that it has purchased pursuant to
the Offer by depositing the purchase price therefor with the Depositary, which
will act as agent for tendering Preferred Shareholders for the purpose of
receiving payment from the Company and transmitting payment to such Preferred
Shareholders. UNDER NO CIRCUMSTANCES WILL INTEREST ACCRUE OR BE PAID ON AMOUNTS
TO BE PAID BY THE COMPANY TO TENDERING PREFERRED SHAREHOLDERS, REGARDLESS OF ANY
EXTENSION OF THE OFFER OR DELAY IN MAKING SUCH PAYMENT. Certificates for all
Shares not validly tendered or accepted for payment will be returned or, in the
case of Shares tendered by book-entry transfer, such Shares will be credited to
an account maintained with the Book-Entry Transfer Facility, as promptly as
practicable, without expense to the tendering Preferred Shareholder.
If the conditions to the Offer are not satisfied (or waived by the Company),
the Company will not be obligated to purchase Shares pursuant to the Offer. See
"Terms of the Offer--Conditions of the Offer."
The Company will pay or cause to be paid any stock transfer taxes with
respect to the sale and transfer of any Shares to it or its order pursuant to
the Offer. If, however, payment of the purchase price is to be made to, or if
not all Shares represented by a certificate are tendered in the Offer and the
unpurchased Shares are to be registered in the name of, any person other than
the registered owner of the Shares, or if tendered Shares are registered in the
name of any person other than the person signing the Letter of Transmittal and
Consent, the amount of any stock transfer or other taxes (whether imposed on the
registered owner, such other person or otherwise) payable on account of the
transfer to such person will be deducted from the purchase price unless
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
submitted. Each Preferred Shareholder will be responsible for paying any income
or gross receipts taxes imposed by any jurisdiction by reason of the sale of the
Shares and/or the Special Cash Payment. See Instruction 6 to the Letter of
Transmittal and Consent; see also "Proposal and Consent Solicitation--Special
Cash Payment" and "Certain Federal Income Tax Considerations."
CONDITIONS OF THE OFFER
THE COMPANY WILL NOT BE REQUIRED TO ACCEPT FOR PAYMENT OR PAY FOR ANY SHARES
TENDERED IF THE PROPOSAL IS NOT APPROVED BY HOLDERS OF AT LEAST A MAJORITY OF
THE VOTES OF SHARES OF THE OUTSTANDING SERIAL PREFERRED STOCK ENTITLED TO BE
CAST, CONSIDERED TOGETHER AS ONE CLASS, AS DESCRIBED UNDER "PROPOSAL AND CONSENT
SOLICITATION--RECORD DATE; VOTING SECURITIES; REQUIRED VOTE."
10
In addition, notwithstanding any other provision of the Offer, the Company
will not be required to accept for payment or pay for any tendered Shares of any
Series of Preferred, and may terminate or amend the Offer with respect to such
Series of Preferred (by oral or written notice to the Depositary and timely
public announcement) or may postpone (subject to the requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") for prompt
payment for or return of Shares) the acceptance for payment of, or payment for,
Shares of such Series of Preferred that are tendered, if at any time on or after
February 28, 1999, and on or before the Expiration Date, any of the following
shall have occurred:
(a) there shall have been threatened, instituted or pending any action
or proceeding by any government or governmental, regulatory or
administrative agency, authority or tribunal or any other person, domestic
or foreign, or before any court, authority, agency or tribunal that (i)
challenges the acquisition of Shares pursuant to the Offer or otherwise in
any manner relates to or affects the Offer or (ii) in the reasonable
judgment of the Company, would or might materially and adversely affect the
business, condition (financial or otherwise), income, operations or
prospects of the Company, or of EEC and its subsidiaries taken as a whole,
or otherwise materially impair in any way the contemplated future conduct of
the business of EEC or any of its subsidiaries or materially impair the
Offer's contemplated benefits to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Offer or EEC or any of
its subsidiaries, by any legislative body, court, authority, agency or
tribunal that, in the Company's reasonable judgment, would or might directly
or indirectly (i) make the acceptance for payment of, or payment for, some
or all of the Shares illegal or otherwise restrict or prohibit consummation
of the Offer; (ii) delay or restrict the ability of the Company, or render
the Company unable to accept for payment or pay for some or all of the
Shares; (iii) materially impair the contemplated benefits of the Offer to
the Company (including materially increasing the effective interest cost of
certain types of unsecured debt); or (iv) materially affect the business,
condition (financial or otherwise), income, operations or prospects of the
Company, or of EEC and its subsidiaries taken as a whole, or otherwise
materially impair in any way the contemplated future conduct of the business
of EEC or any of its subsidiaries;
(c) there shall have occurred (i) any significant decrease in the market
price of the Shares of such Series of Preferred; (ii) any change in the
general political, market, economic or financial conditions in the United
States or abroad that, in the reasonable judgment of the Company, would or
might have a material adverse effect on the Company's business, operations,
prospects or ability to obtain financing generally or the trading in the
Shares or other equity securities of the Company or EEC; (iii) the
declaration of a banking moratorium or any suspension of payments in respect
of banks in the United States or any limitation on, or any event that, in
the Company's reasonable judgment, would or might affect the extension of
credit by lending institutions in the United States; (iv) the commencement
of war, armed hostilities or other international or national calamity
directly or indirectly involving the United States; (v) any general
suspension of trading in, or limitation on prices for securities on any
national securities exchange or in the OTC; (vi) in the case of any of the
foregoing existing at the time of the commencement of the Offer, in the
Company's reasonable judgment, a material acceleration or worsening thereof;
(vii) any decline in either the Dow Jones Industrial Average or the Standard
& Poor's Composite 500 Stock Index by an amount in excess of 15% measured
from February 28, 1999; or (viii) a decline in the ratings accorded any of
the Company's securities by Standard & Poor's Rating Services ("S&P"),
Moody's Investors Service, Inc. ("Moody's") or Duff & Phelps, Inc. ("D&P")
during the period beginning February 28, 1999, or an announcement by S&P,
Moody's or D&P that it has placed any such rating under surveillance or
review with negative implications;
11
(d) any tender or exchange offer with respect to some or all of the
Outstanding Serial Preferred Stock of the Company (other than the Offer) or
other equity securities of the Company or EEC, or a merger, acquisition or
other business combination proposal for the Company or EEC, shall have been
proposed, announced or made by any person or entity; or
(e) there shall have occurred any event or events that have resulted, or
in the Company's reasonable judgment may result, in an actual or threatened
change in the business, condition (financial or otherwise), income,
operations, stock ownership or prospects of the Company, or of EEC and its
subsidiaries taken as a whole; and, in the sole judgment of the Company,
such event or events make it undesirable or inadvisable to proceed with the
Offer or with such acceptance for payment or payment.
The foregoing conditions (including the condition that the Proposal be
approved) are for the sole benefit of the Company and may be asserted by the
Company regardless of the circumstances (including any action or inaction by the
Company) giving rise to the failure of any such condition to be satisfied, and
any such condition may be waived by the Company, in whole or in part, at any
time and from time to time in its sole discretion. A decision by the Company to
terminate or otherwise amend the Offer, following the occurrence of any of the
foregoing or the failure of any condition to be satisfied, with respect to one
Series of Preferred will not create an obligation on behalf of the Company to
terminate or otherwise amend in a similar manner the Offer with respect to any
other Series of Preferred. The failure by the Company at any time to exercise
any of the foregoing rights shall not be deemed a waiver of any such right and
each such right shall be deemed an ongoing right which may be asserted at any
time and from time to time. Any determination by the Company concerning the
events described above will be final and binding on all parties.
TERMINATION; AMENDMENTS
The Company expressly reserves the right, in its sole discretion, to, among
other things, terminate the Offer and not accept for payment or pay for any
Shares tendered (subject to Rule 13e-4(f)(5) under the Exchange Act, which
requires the Company either to pay the consideration offered or to return the
Shares tendered promptly after the termination or withdrawal of the Offer), upon
the occurrence of any of the events described in paragraphs (a) through (e)
under "Terms of the Offer--Conditions of the Offer" or the failure of any
condition specified under "Terms of the Offer--Conditions of the Offer" to be
satisfied on or prior to the Expiration Date (in either case, by giving oral or
written notice of such termination to the Depositary, and making a public
announcement thereof).
Subject to compliance with applicable law, the Company further reserves the
right, in its sole discretion, to amend the Offer in any respect. Amendments to
the Offer may be made at any time or from time to time effected by public
announcement thereof, such announcement, in the case of an extension, to be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. Any public announcement made
pursuant to the Offer will be disseminated promptly to Preferred Shareholders
affected thereby in a manner reasonably calculated to inform such Preferred
Shareholders of such change. Without limiting the manner in which the Company
may choose to make a public announcement, except as required by applicable law,
the Company shall have no obligation to publish, advertise or otherwise
communicate any such public announcement other than by making a release to an
appropriate news service.
If the Company materially changes the terms of the Offer or the information
concerning the Offer, or if it waives a material condition of the Offer, the
Company will disclose promptly such change and extend the Offer to the extent
required by Rules 13e-4(d)(2) and 13e-4(e)(2) under the Exchange Act. Those
rules require that the minimum period during which the Offer must remain open
following material changes in the terms of the Offer or information concerning
the Offer (other than a change in price, a change in percentage of securities
sought or a change in the dealer's solicitation fee) will depend on the facts
and
12
circumstances, including the relative materiality of such terms of information.
The Securities and Exchange Commission (the "Commission") has stated that, in
its view, an offer should remain open for a minimum of five business days from
the date that a notice of such a material change is first published, sent or
given. Pursuant to Rule 13e-4(f)(1), if the Offer is scheduled to expire at any
time earlier than the expiration of a period ending on the tenth business day
from, and including, the date that the Company publishes, sends or gives to
Preferred Shareholders a notice that it will (i) increase or decrease the price
it will pay for Shares, (ii) decrease the percentage of Shares it seeks, or
(iii) increase or decrease the Soliciting Dealers' fees, the Offer will be
extended until the expiration of such ten business day period.
THE OFFER FOR ANY ONE SERIES OF PREFERRED IS INDEPENDENT OF THE OFFER FOR
ANY OTHER SERIES OF PREFERRED. IF THE COMPANY EXTENDS OR AMENDS ANY OFFER WITH
RESPECT TO ANY ONE SERIES OF PREFERRED FOR ANY REASON, THE COMPANY WILL HAVE NO
OBLIGATION TO EXTEND OR AMEND THE OFFER FOR ANY OTHER SERIES OF PREFERRED.
13
PROPOSAL AND CONSENT SOLICITATION
INTRODUCTION
In addition to the Offer, this document relates to the solicitation of
consents by the Board of Directors of the Company with respect to the Proposal.
A separate Consent Statement is being mailed to the holders of the Company's
6.30% Series, since the 6.30% Series is not included in the Offer.
Under the Company's Charter, the Company cannot, without the consent,
granted in writing without a meeting, or by a vote at a meeting, of the holders
of at least a majority of the votes entitled to be cast by the holders of the
aggregate number of shares of the Outstanding Serial Preferred Stock, considered
together as one class, issue or assume any unsecured notes, debentures or other
securities representing unsecured indebtedness, other than for the refunding of
outstanding debt securities theretofore issued or assumed by the Company or for
the redemption or retirement of all the shares of the Outstanding Serial
Preferred Stock, if, immediately after such issue or assumption, the total
principal amount of all unsecured notes, debentures or other securities
representing unsecured indebtedness then outstanding would exceed: (a) 10% of
the sum of (i) the total principal amount of all bonds or other securities
representing secured indebtedness issued or assumed by the Company and then to
be outstanding and (ii) the capital and surplus of the Company as then stated on
its books; plus (b) $10,000,000 (which additional amount was approved by the
holders of the Company's serial preferred stock in 1957); in addition, unsecured
indebtedness that the Company issues in connection with financing pollution
control facilities is specifically excluded from the calculation of unsecured
indebtedness pursuant to the consent of the holders of the Company's serial
preferred stock given in 1975 (collectively the "Present Limitation"). At
present, this would entitle the Company to have outstanding approximately $200
million in unsecured indebtedness, of which approximately $94.4 million is
presently outstanding, in addition to unsecured indebtedness issued or to be
issued in connection with financing pollution control facilities. The Company is
seeking the consent of the holders of the Outstanding Serial Preferred Stock to
the issuance by the Company of up to $1.2 billion of unsecured indebtedness in
excess of the Present Limitation. The Company believes that the ability to issue
additional unsecured indebtedness will provide the Company the flexibility to
obtain financing on terms more advantageous to the Company than would otherwise
be the case.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. However, Preferred Shareholders need not
tender their Shares in order to consent to the Proposal. Only holders of record
of the Company's Outstanding Serial Preferred Stock as of the Record Date will
be entitled to grant consents.
SPECIAL CASH PAYMENT
Subject to the terms and conditions set forth in this document, if, but only
if, a Preferred Shareholder validly consents to the Proposal with respect to
Shares but such Shares are not tendered and the Proposal is approved, the
Company will make the Special Cash Payment to such Preferred Shareholder in an
amount equal to $1.00 for each such Share.
PREFERRED SHAREHOLDERS WHO TENDER THEIR SHARES WILL NOT BE ENTITLED TO THE
SPECIAL CASH PAYMENT. RATHER, SUCH PREFERRED SHAREHOLDERS WILL BE ENTITLED TO
ONLY THE PURCHASE PRICE PER SHARE LISTED ON THE FRONT COVER OF THIS DOCUMENT.
IF A HOLDER OF THE COMPANY'S OUTSTANDING SERIAL PREFERRED STOCK DOES NOT
VALIDLY CONSENT TO THE PROPOSAL OR ABSTAINS, SUCH HOLDER SHALL NOT BE ENTITLED
TO THE SPECIAL CASH PAYMENT (REGARDLESS OF WHETHER THE PROPOSAL IS APPROVED).
14
RECORD DATE; VOTING SECURITIES; REQUIRED VOTE
The Record Date for determining those holders of the Company's Outstanding
Serial Preferred Stock entitled to grant consents to the Proposal will be March
5, 1999. The Company has six series of Outstanding Serial Preferred Stock and
the record holders of all shares of the Company's Outstanding Serial Preferred
Stock will be considered together as one class with respect to the Proposal.
Each share of Outstanding Serial Preferred Stock is entitled to one vote per
share with respect to the Proposal. The shares of Outstanding Serial Preferred
Stock on February 28, 1999, were as follows:
SHARES
SERIES OUTSTANDING
- ----------------------------------------------------------------------------------------------------- -----------
3.75% Series......................................................................................... 150,000
4 1/2% Series........................................................................................ 40,000
4.40% Series......................................................................................... 55,200
4.15% (1954) Series.................................................................................. 35,200
4.15% Series......................................................................................... 14,000
6.30% Series......................................................................................... 250,000
-----------
Total................................................................................................ 544,400
The consent of the holders of record as of the Record Date of at least a
majority of the votes of shares of the Outstanding Serial Preferred Stock
entitled to be cast, considered together as one class, is required to approve
the Proposal. Thus, in order for the Proposal to be approved, the Company must
receive the consents of the holders representing at least 272,201 votes of
shares of the Outstanding Serial Preferred Stock.
PLEASE NOTE THAT THE FOLLOWING ACTIONS WILL HAVE THE SAME EFFECT AS
WITHHOLDING CONSENT TO THE PROPOSAL: (A) FAILING TO PROPERLY EXECUTE, DATE AND
RETURN A LETTER OF TRANSMITTAL AND CONSENT OR (B) EXECUTING, DATING AND
RETURNING A LETTER OF TRANSMITTAL AND CONSENT MARKED "WITHHOLD CONSENT" OR
"ABSTAIN" AS TO THE PROPOSAL.
IF A RETURNED LETTER OF TRANSMITTAL AND CONSENT IS EXECUTED AND DATED BUT
NOT MARKED WITH RESPECT TO THE PROPOSAL, THE SHAREHOLDER WILL BE DEEMED TO HAVE
CONSENTED TO THE PROPOSAL.
The approval of the holders of the Company's common stock is not required
for the Proposal to be approved, and no consent is being solicited from such
holders.
CONSENTS
The Company is a New York corporation and is, therefore, subject to the New
York Business Corporation Law (the "BCL"). The BCL permits action without a
meeting by less than unanimous written consent of shareholders where any
provision in a certificate of incorporation so provides. The Company's Charter
provides that so long as any shares of the Company's serial preferred stock are
outstanding, a majority of the votes entitled to be cast by the holders of the
aggregate number of shares of serial preferred stock then outstanding may
consent in writing without a meeting to the Company's issuance of unsecured
indebtedness in excess of the Present Limitation.
The Proposal will become effective when duly completed, valid and unrevoked
consents to the Proposal, signed by the holders of record as of the Record Date
of at least a majority of the votes of shares of the Company's Outstanding
Serial Preferred Stock entitled to be cast, are delivered to the Company.
Consents accompanying tendered Shares will not be deemed delivered to the
Company unless and until the tendered Shares are accepted for payment and paid
for. Preferred Shareholders MUST return their consents by the Expiration Date
for the applicable Series of Preferred.
15
YOUR CONSENT IS BEING SOLICITED BY THE COMPANY'S BOARD, WHICH RECOMMENDS
THAT YOU GRANT YOUR CONSENT TO THE PROPOSAL.
PROCEDURAL INSTRUCTIONS
Only holders of record of the Company's Outstanding Serial Preferred Stock
as of the Record Date will be entitled to grant their consents.
If a Preferred Shareholder is a record holder of Shares as of the Record
Date, such Preferred Shareholder may consent to, withhold consent to or abstain
with respect to the Proposal by marking the "CONSENT," "WITHHOLD CONSENT" or
"ABSTAIN" box, as applicable, within the applicable Letter of Transmittal and
Consent (and the Notice of Guaranteed Delivery and Consent) and signing, dating
and returning it promptly in the enclosed postage-paid envelope. PREFERRED
SHAREHOLDERS GRANTING THEIR CONSENT TO THE PROPOSAL MUST USE THE CONSENT FORM
THAT IS A PART OF THE APPLICABLE LETTER OF TRANSMITTAL AND CONSENT, WHETHER OR
NOT SHARES ARE BEING TENDERED PURSUANT TO THE OFFER.
A Preferred Shareholder may grant a consent to the Proposal but not tender
Shares pursuant to the Offer. In such case, the Preferred Shareholder should
complete the consent form in the applicable Letter of Transmittal and Consent
but should not send certificates or effect a book-entry transfer of his or her
Shares.
The same Letter of Transmittal and Consent may not be used to tender Shares
and to grant consent with respect to other Shares which are not being tendered.
A Preferred Shareholder tendering a portion of his or her Shares and granting a
consent with respect to other Shares without tendering such Shares must submit
two separate Letters of Transmittal and Consent, one with respect to the
tendered Shares and one with respect to the Shares for which a consent is
granted but which are not tendered.
If a Preferred Shareholder withholds consent or abstains, such Preferred
Shareholder will not be entitled to receive the Special Cash Payment in respect
of his or her Shares. Any beneficial owner of Shares who is not the registered
holder of such Shares as of the Record Date (as would be the case for any
beneficial owner whose Shares are registered in the name of such owner's broker,
dealer, commercial bank, trust company or other nominees) must arrange with the
record holder to execute and deliver a consent form on such beneficial owner's
behalf.
All questions as to the form and the validity (including the time of
receipt) of consents and the eligibility for the Special Cash Payment will be
determined by the Company in its sole discretion, and its determination will be
final and binding. The Company reserves the absolute right to reject any and all
consents that (i) it determines are not in proper form or (ii) the acceptance of
or the payment of the Special Cash Payment with respect to which may, in the
opinion of the Company's counsel, be unlawful. The Company also reserves the
absolute right to waive any defect or irregularity in any consent. None of the
Company, the Dealer Manager, the Depositary, the Information Agent nor any other
person will be under any duty to give notice of any defect or irregularity in a
consent, nor shall any of them incur any liability for failure to give any such
notice.
REVOCATION OF CONSENTS
Executed consents may be revoked at any time prior to the time that the
Proposal becomes effective, provided that a written, dated revocation which
clearly identifies the consent being revoked is executed and delivered to the
Depositary at the address set forth on the back cover of this document. A
revocation may be in any written form validly signed by the record holder as of
the Record Date as long as it clearly states that the consent previously given
is no longer effective. Withdrawal of Shares tendered pursuant to the Offer will
not itself revoke a properly executed consent.
All questions as to the form and validity (including time of receipt) of any
notice of revocation will be determined by the Company, in its sole discretion,
and its determination will be final and binding. None of
16
the Company, the Dealer Manager, the Depositary, the Information Agent nor any
other person will be under any duty to give notification of any defect or
irregularity in any notice of revocation or will incur any liability for failure
to give any such notification.
APPRAISAL RIGHTS
No appraisal rights under the BCL are available in connection with the
Proposal.
COST OF SOLICITATION
The Company will bear the cost of the solicitation of consents by the Board.
Consents will be solicited by mail or by telephone. In addition, officers and
employees of the Company and its affiliates may also solicit consents personally
or by telephone; such persons will receive no additional compensation for these
services. The Company has engaged Georgeson & Company, Inc. to act as
Information Agent in connection with the Offer and the solicitation of consents
for a fee of $15,000, and reasonable out-of-pocket expenses. The Information
Agent has not been retained to make, and will not make, solicitations or
recommendations, other than conveying information related to the recommendations
of the Board, in connection with the Proposal.
In connection with Salomon Smith Barney's engagement as Dealer Manager in
connection with the Offer, employees of Salomon Smith Barney will communicate in
person, by telephone or otherwise with Preferred Shareholders for the purpose of
assisting in the solicitation of consents in connection with the Proposal. If
the Proposal is approved, Salomon Smith Barney will receive a fee of $.50 per
Share for Shares not tendered but in respect of which a valid consent is
delivered. In addition, in connection with the solicitation of consents with
respect to the 6.30% Series, if the Proposal is approved, Salomon Smith Barney
will receive a fee of $.50 per share of the 6.30% Series in respect of which a
valid consent is delivered. In connection with the Offer, Salomon Smith Barney
will receive certain additional fees with respect to Shares that are tendered,
accepted for payment and paid for as described below under "Fees and Expenses."
If the Proposal is approved, Soliciting Dealers who solicit tenders and/or
consents will receive certain fees as described below under "Fees and Expenses."
The Company has requested that brokerage houses and other custodians,
nominees and fiduciaries forward solicitation materials to the beneficial owners
of shares of the Company's Outstanding Serial Preferred Stock held of record by
such persons, and the Company will reimburse such brokers and other fiduciaries
for their reasonable out-of-pocket expenses incurred in connection therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The Company's Outstanding Serial Preferred Stock are the only securities of
the Company whose consent is required with respect to the Proposal. There were
approximately 500 holders of record of shares of the Company's Outstanding
Serial Preferred Stock as of February 19, 1999.
Generally, under Section 13(d) of the Exchange Act, a beneficial owner of a
security is any person who directly or indirectly has or shares voting or
investment power over such security. No person or group is known by management
of the Company to be the beneficial owner of more than 5% of the shares of the
Company's Outstanding Serial Preferred Stock as of February 19, 1999 and none of
the Company's directors or executive officers own any shares of the Company's
Outstanding Serial Preferred Stock.
REASONS FOR THE PROPOSAL; CERTAIN EFFECTS OF THE PROPOSAL
The Company believes that the approval of the Proposal would provide the
Company with greater flexibility to obtain financing on terms more advantageous
to the Company than would otherwise be the case. It would enable the Company to
issue unsecured debt to meet future financing requirements and for
17
other corporate purposes. Given that the utility industry is extremely capital
intensive, controlling and minimizing financing costs are essential ingredients
to operating efficiently in the new competitive environment. As competition has
intensified in the utility industry, financial flexibility and financial cost
structure have become increasingly important to the success of the Company.
The Company believes that approval of the Proposal will play an important
role in increasing the financial flexibility and improving the financial cost
structure of the Company. Historically, the Company's long-term debt financing
has been accomplished through the issuance of first mortgage bonds. The issuance
of first mortgage bonds is generally more costly to the Company than unsecured
indebtedness because of the added expense of the New York mortgage recording
tax, which is generally approximately 0.8% of the principal amount of bonds
being issued. The Company anticipates changing the mix of debt securities toward
more issuances on an unsecured basis.
At present, the Company cannot have outstanding more than approximately $200
million of unsecured indebtedness (in addition to unsecured indebtedness issued
or to be issued to finance pollution control facilities) without the required
consent of the Company's Outstanding Serial Preferred Stock but can incur
secured indebtedness without such consent. Accordingly, to the extent the
Proposal allows the Company to incur a greater amount of total indebtedness, and
such indebtedness increases the credit risks of the Company, the market price
and credit rating of the Outstanding Serial Preferred Stock could decline.
PRICE RANGE OF SHARES; DIVIDENDS
The 3.75% Series is traded on the NYSE, while the 4 1/2% Series, 4.40%
Series, 4.15% (1954) Series, and 4.15% Series are traded in the OTC. As of
February 25, 1999 the last reported sale price on the NYSE for the 3.75% Series
was $62.50 (on February 25, 1999). There were no sales prices available for the
4 1/2% Series, 4.40% Series, 4.15% (1954) Series, and 4.15% Series. Preferred
Shareholders should be aware that the Shares of each Series of Preferred trade
only sporadically and on a limited basis and, therefore, the last reported sales
price may not necessarily reflect the then-current market value of the Shares.
PREFERRED SHAREHOLDERS ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS, IF
AVAILABLE, FOR THE SHARES.
18
The following table sets forth the cash dividends paid for the fiscal
quarters indicated for each Series of Preferred, the trading symbols, if any,
and the high and low sales price of the 3.75% Series on the NYSE. Bid quotations
in the OTC for the 4 1/2% Series, 4.40% Series, 4.15% (1954) Series and 4.15%
Series were not available. The Company makes no representations as to the
accuracy of the information related to the high and low sales prices or bid
quotations.
DIVIDENDS AND PRICE RANGES OF SERIES OF PREFERRED BY QUARTERS
(1997, 1998 AND 1999 (THROUGH FEBRUARY 25, 1999))
1997--QUARTERS 1998--QUARTERS 1999
------------------------------- ------------------------------------------ ---------
2ND 3RD 4TH 1ST 2ND 3RD 4TH 1ST
--------- --------- --------- --------- --------- --------- --------- ---------
3.75% SERIES (NGEPR)
Dividends Per Share........... $ .9375 $ .9375 $ .9375 $ .9375 $ .9375 $ .9375 $ .9375 $ .9375
Sales Price--$ Per Share......
--High...................... 51.00 53.00 59.00 62.00 63.00 62.75 62.00 62.50
--Low....................... 46.25 47.75 51.00 58.00 59.00 60.13 59.25 60.00
4 1/2% SERIES (NGEGP)
Dividends Per Share........... $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125 $ 1.125
Bid Quotations not available
4.40% SERIES (NGESM)
Dividends Per Share........... $ 1.110 $ 1.110 $ 1.110 $ 1.110 $ 1.110 $ 1.110 $ 1.110 $ 1.110
Bid Quotations not available
4.15% (1954) SERIES (NGEGM)
Dividends Per Share........... $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375
Bid Quotations not available
4.15% SERIES
Dividends Per Share........... $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375 $ 1.0375
Bid Quotations not available
The holders of the Company's Outstanding Serial Preferred Stock are entitled
to receive, if, when and as declared by the Board, cash dividends at the annual
rate specified for such preferred stock, and no more, cumulative and payable
quarterly on each January 1, April 1, July 1 and October 1. To date, the Company
has timely made all quarterly dividend payments on the Company's Outstanding
Serial Preferred Stock.
The April 1999 dividend has been declared on the Company's Outstanding
Serial Preferred Stock, payable on April 1, 1999 to holders of record on March
10, 1999. A tender and purchase of Shares pursuant to the Offer will not deprive
a Preferred Shareholder of his or her right to receive the April 1999 dividend
on Shares held of record on March 10, 1999, regardless of whether such
Shareholder tenders his or her Shares in the Offer prior to that date. Tendering
Preferred Shareholders will not be entitled to any dividends in respect of any
later dividend periods (or any portion thereof).
19
PURPOSE OF THE OFFER; CERTAIN EFFECTS OF THE OFFER
The Company believes that the purchase of the Shares and approval of the
Proposal at this time will provide the Company the flexibility to obtain
financing on terms more advantageous to the Company than would otherwise be the
case. In addition, the Offer gives Preferred Shareholders the opportunity to
sell their Shares at a price which the Company believes to be a premium to
generally prevailing market prices on the date of the announcement of the Offer
without the usual transaction costs associated with a market sale. The Company
expects to cancel any Shares purchased pursuant to the Offer and restore such
Shares to the status of authorized but unissued shares.
TRADING AND LIQUIDITY. Any purchase of Shares of any Series of Preferred by
the Company in the Offer will reduce the number of Shares of that Series of
Preferred that might otherwise trade publicly or become available for purchase
and/or sale and will likely reduce the number of owners of Shares of that Series
of Preferred, which could adversely affect the liquidity and market value and
increase the price volatility of the Shares of that Series of Preferred not
purchased in the Offer.
Equity securities which are less liquid because of a smaller outstanding
market value available for trading (the "float") may command a lower price than
would comparable equity securities with a greater float. Therefore, the market
price for Shares of a Series of Preferred that are not tendered and purchased in
the Offer may be affected adversely to the extent that the amount of Shares of
that Series of Preferred purchased pursuant to the Offer reduces the float. The
reduced float of a Series of Preferred may also make the trading price of the
Shares of that Series of Preferred that are not tendered and accepted for
payment more volatile. If the Offer is completed with respect to any Series of
Preferred, there can be no assurance that any trading market will exist for such
Series of Preferred following consummation of the Offer. To the extent a market
continues to exist for the Shares following consummation of the Offer for a
Series of Preferred, Shares of that Series of Preferred may trade at a discount
compared to current trading, depending on the market for shares with similar
features, the performance of the Company and other factors. There is no
assurance that an active market in the Shares will exist and no assurance as to
the prices at which the Shares may trade following the Offer.
The Shares are currently registered under Section 12(g) of the Exchange Act,
except the 3.75% Series, which is registered under Section 12(b) of the Exchange
Act. If the Shares currently registered under Section 12(g) of the Exchange Act
are no longer held by 300 or more owners of record, the Company may apply to the
Commission for termination of such registration. In addition, the Company may
apply to delist and deregister the 3.75% Series. Such actions may substantially
reduce the information required to be furnished by the Company to holders of the
Shares and could make certain provisions of the Exchange Act no longer
applicable to the Company.
As of February 19, 1999, there were 371 registered holders of the 3.75%
Series, 33 registered holders of the 4 1/2% Series, 38 registered holders of the
4.40% Series, 28 registered holders of the 4.15% (1954) Series, and 2 registered
holders of the 4.15% Series.
FUTURE PURCHASES. After the consummation of the Offer, the Company may
purchase additional Shares on the open market, in privately negotiated
transactions, through one or more tender offers, or otherwise. However, there
can be no assurance the Company will effect any such purchase. Any such purchase
may be on the same terms as, or on terms which are more or less favorable to
holders of Shares than, the terms of the Offer. However, Rule 13e-4(f)(6) under
the Exchange Act prohibits the Company and its affiliates from purchasing any
Shares of a Series of Preferred, other than pursuant to the Offer, until at
least ten business days after the Expiration Date with respect to that Series of
Preferred. Any future purchases of Shares by the Company would depend on many
factors, including the market price of the Shares, the Company's business and
financial position, and legal restrictions on the Company's ability to purchase
Shares, as well as general economic and market conditions.
20
REDEMPTION OF SHARES; TERMS OF PREFERRED. Preferred Shareholders are not
under any obligation to tender Shares pursuant to the Offer. The Offer does not
constitute a notice of redemption of any Series of Preferred pursuant to the
Company's Charter, nor does the Company intend to effect any such redemption by
making the Offer. Further, the Offer does not constitute a waiver by the Company
of any option it has to redeem Shares.
Shares which are not tendered will continue to be subject to their current
redemption and liquidation provisions. The Series of Preferred are redeemable at
the option of the Company in whole or in part upon not less than thirty days and
not more than ninety days notice at the applicable redemption prices plus
accrued and unpaid dividends up to the date fixed for redemption. The 3.75%
Series is redeemable at a price equal to $104.00 per share, the 4 1/2% Series is
redeemable at a price equal to $103.75 per share, the 4.40% Series is redeemable
at a price equal to $102.00 per share, the 4.15% (1954) Series is redeemable at
a price equal to $102.00 per share and the 4.15% Series is redeemable at a price
equal to $101.00 per share. The holders of the Series of Preferred have no
preemptive or conversion rights.
The amount or amounts per share payable in cash to the holders of a Series
of Preferred on any voluntary or involuntary liquidation, dissolution or
winding-up of the Company will be the amount or amounts (not less than the par
value thereof plus all dividends accumulated and unpaid thereon) fixed for such
Series of Preferred, and no more, before any amount may be paid to, or assets
distributed among, holders of stock ranking junior to such Series of Preferred.
The amount per share payable on a Series of Preferred in the event of any
voluntary liquidation, dissolution or winding-up of the Company shall be the
amount per share at which such Shares could be redeemed (other than through a
sinking fund, if any) as set forth above, and the amount per share payable on
the Series of Preferred in the event of any involuntary liquidation, dissolution
or winding-up shall be the par value thereof, together in each case with an
amount equal to accrued unpaid dividends to the date of such liquidation,
dissolution or winding-up.
FUTURE CORPORATE ACTION. Following the consummation of the Offer, the
Company expects that the business and operations of the Company will be
continued substantially as they are currently being conducted. Except as
disclosed herein and in the documents incorporated by reference, the Company has
no plans or proposals that would relate to or result in (a) the acquisition by
any person or entity of additional securities of the Company or the disposition
of securities of the Company, other than in the ordinary course of business; (b)
an extraordinary corporate transaction, such as a merger, reorganization, or
liquidation, involving the Company; (c) a sale or transfer of a material amount
of assets of the Company; (d) any change in the present Board or management of
the Company; (e) any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company; (f) any other material change in
the Company's corporate structure or business; (g) any change in the Charter or
any actions that may impede the acquisition of control of the Company by any
person; (h) a class of equity securities of the Company being delisted from a
national securities exchange; (i) a class of equity securities of the Company
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act; or (j) the suspension of the Company's obligation to file
reports pursuant to Section 15(d) of the Exchange Act.
However, in order to adapt to the increasingly competitive environment in
which EEC and the Company operate, they will evaluate and consider a wide array
of potential business strategies. These may include business combinations or
acquisitions involving other utility or non-utility businesses or properties,
and internal restructurings or reorganizations involving EEC and/or the Company.
Furthermore, the Company and its affiliates may engage in other new business
ventures. Pursuit of any of the above strategies, or any combination thereof,
may significantly affect the business operations and financial condition of the
Company and its affiliates.
21
RATING AGENCIES
Moody's and S&P (the "Rating Agencies") have been advised of the Proposal.
The Rating Agencies have advised the Company that the adoption of the Proposal,
in and of itself, will not result in a reduction of the Outstanding Serial
Preferred Stock's current ratings.
Ratings are not recommendations to purchase, hold or sell shares of the
Outstanding Serial Preferred Stock inasmuch as the ratings do not comment as to
market price or suitability for a particular investor. The ratings are based on
current information furnished to the Rating Agencies by the Company and obtained
from other sources. The ratings may be changed, suspended or withdrawn as a
result of changes in, or the unavailability of, such information.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The following summary describes certain United States federal income tax
considerations with respect to the sale of Shares pursuant to the Offer and the
receipt of Special Cash Payments in connection with the approval of the
Proposal. This summary is based on the Internal Revenue Code of 1986, as amended
to the date hereof (the "Code"), administrative pronouncements, judicial
decisions and existing and proposed Treasury Regulations, changes to any of
which subsequent to the date of this document may adversely affect the tax
consequences described herein, possibly on a retroactive basis. This summary is
addressed to Preferred Shareholders who hold Shares as capital assets within the
meaning of Section 1221 of the Code. This summary does not discuss all of the
tax consequences that may be relevant to a Preferred Shareholder in light of
such Preferred Shareholder's particular circumstances or to Preferred
Shareholders subject to special rules (including certain financial institutions,
tax-exempt organizations, insurance companies, dealers in securities or
currencies, or Preferred Shareholders who acquired their Shares as part of a
hedge or hedging transaction or as a position in a straddle for tax purposes).
PREFERRED SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE
APPLICATION OF THE UNITED STATES FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE,
LOCAL OR FOREIGN TAXING JURISDICTION.
As used herein, the term "United States Preferred Shareholder" means (i) a
citizen or resident of the United States for United States federal income tax
purposes; (ii) a corporation or partnership created or organized in or under the
laws of the United States or of any political subdivision thereof; (iii) an
estate the income of which is subject to United States federal income taxation
regardless of its source; or (iv) a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust and
one or more United States persons have the authority to control all substantial
decisions of such trust. A "Non-United States Preferred Shareholder" is a
Preferred Shareholder that is not a United States Preferred Shareholder.
TAX CONSIDERATIONS FOR TENDERING PREFERRED SHAREHOLDERS
UNITED STATES PREFERRED SHAREHOLDERS. A United States Preferred Shareholder
will recognize a gain or loss equal to the difference between the tax basis of
such Preferred Shareholder's Shares and the amount of cash received in exchange
therefor. A United States Preferred Shareholder's gain or loss will be a capital
gain or loss. Capital gains of individuals derived in respect to capital assets
held for more than one year are eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations.
22
NON-UNITED STATES PREFERRED SHAREHOLDERS. Any capital gain realized upon
the sale of Shares by a Non-United States Preferred Shareholder pursuant to the
Offer generally will not be subject to United States federal income tax unless
(i) such gain is effectively connected with the conduct of a trade or business
in the United States of the Non-United States Preferred Shareholder, or (ii) in
the case of a Non-United States Preferred Shareholder who is an individual, such
individual is present in the United States for 183 days or more in the taxable
year of such sale or exchange and certain other conditions are met. A Non-United
States Preferred Shareholder described in clause (i) above will be taxed on the
net capital gain derived from the sale at applicable graduated individual or
corporate rates. Any such effectively connected income received by a foreign
corporation may be subject to an additional "branch profits tax" at a 30% rate
(or such lower rate as may be specified by an applicable income tax treaty).
Unless an applicable tax treaty provides otherwise, an individual Non-United
States Preferred Shareholder described in clause (ii) above will be subject to a
flat 30% tax on the gain derived from the sale, which may be offset by United
States losses (notwithstanding the fact that the individual is not considered a
resident of the United States).
TAX CONSIDERATIONS FOR NON-TENDERING PREFERRED SHAREHOLDERS
UNITED STATES PREFERRED SHAREHOLDERS. There is no direct authority
concerning the federal income tax consequences of the receipt of Special Cash
Payments. The Company will, for information reporting purposes, treat Special
Cash Payments as ordinary non-dividend income to recipient United States
Preferred Shareholders.
NON-UNITED STATES PREFERRED SHAREHOLDERS. The Company will treat Special
Cash Payments paid to a Non-United States Preferred Shareholder as subject to
withholding of United States federal income tax at a 30% rate. However, Special
Cash Payments that are effectively connected with the conduct of a trade or
business by the Non-United States Preferred Shareholder within the United States
are not subject to the withholding tax (provided such Non-United States
Preferred Shareholder provides two originals of IRS Form 4224 stating that such
Special Cash Payments are so effectively connected), but instead are subject to
United States federal income tax on a net income basis at applicable graduated
individual or corporate rates. Any such effectively connected Special Cash
Payments received by a foreign corporation may be subject to an additional
"branch profits tax" at a 30% rate (or such lower rates as may be specified by
an applicable income tax treaty).
A Non-United States Preferred Shareholder eligible for a reduced rate of
United States withholding tax pursuant to an income tax treaty may obtain a
refund of any excess amounts withheld by filing an appropriate claim for refund
with the Internal Revenue Service.
BACKUP WITHHOLDING
ANY UNITED STATES PREFERRED SHAREHOLDER WHO FAILS TO COMPLETE AND SIGN THE
SUBSTITUTE FORM W-9 THAT IS INCLUDED IN THE APPLICABLE LETTER OF TRANSMITTAL AND
CONSENT (OR, IN THE CASE OF A NON-UNITED STATES PREFERRED SHAREHOLDER, FORM W-8,
OBTAINABLE FROM THE DEPOSITARY) MAY BE SUBJECT TO REQUIRED FEDERAL INCOME TAX
BACKUP WITHHOLDING OF 31% OF THE GROSS PROCEEDS PAYABLE TO SUCH PREFERRED
SHAREHOLDER PURSUANT TO THE OFFER OR, ALTERNATIVELY, THE SPECIAL CASH PAYMENT.
To prevent backup withholding, a United States Preferred Shareholder must
provide the Depositary with the Preferred Shareholder's correct taxpayer
identification number and certify that the Preferred Shareholder is not subject
to backup withholding of federal income tax by completing the Substitute Form
W-9 included in the applicable Letter of Transmittal and Consent. Certain
Preferred Shareholders (including, among others, all corporations and certain
foreign shareholders) are exempt from backup withholding. For a corporate United
States Preferred Shareholder to qualify for such exemption, such Preferred
Shareholder must provide the Depositary with a properly completed and executed
Substitute Form W-9 attesting to its exempt status. In
23
order for a Non-United States Preferred Shareholder to qualify as an exempt
recipient, the Non-United States Preferred Shareholder must submit a Form W-8,
Certificate of Foreign Status, signed under penalties of perjury, attesting to
that Preferred Shareholder's exempt status. A copy of Form W-8 may be obtained
from the Depositary. Any amount paid to Non-United States Preferred Shareholders
that is subject to the 31% backup withholding will not be subject to the 30%
withholding tax discussed above under "Tax Considerations for Non-Tendering
Preferred Shareholders--Non-United States Preferred Shareholders."
The amount of any backup withholding from a payment to a Preferred
Shareholder will be allowed as a credit against such Preferred Shareholder's
United States federal income tax liability and may entitle such Preferred
Shareholder to a refund, provided that the required information is furnished to
the Internal Revenue Service.
SOURCE AND AMOUNT OF FUNDS
Assuming that the Company purchases all outstanding Shares pursuant to the
Offer, the total amount required by the Company to purchase such Shares will be
approximately $24,023,000, including fees and other expenses. The Company
intends to fund the Offer through the issuance of commercial paper.
TRANSACTIONS AND AGREEMENTS CONCERNING THE SHARES
Based upon the Company's records and upon information provided to the
Company by its directors and executive officers, neither the Company nor any of
its affiliates, directors or executive officers, or associates of the foregoing,
has engaged in any transactions involving Shares during the 40 business days
preceding the date hereof. Neither the Company nor, to the knowledge of the
Company, any of its directors or executive officers or an associate of the
foregoing, is a party to any contract, arrangement, understanding or
relationship relating directly or indirectly to the Offer with any other person
or entity with respect to any securities of the Company.
FEES AND EXPENSES
DEALER MANAGER FEES. Salomon Smith Barney will act as Dealer Manager for
the Company in connection with the Offer. The Company has agreed to pay the
Dealer Manager a fee of an amount equal to $.50 per Share for each Share
tendered, accepted for payment and paid for pursuant to the Offer and, if the
Proposal is approved, $.50 per Share for each Share with respect to which a
consent is validly granted but which is not tendered pursuant to the Offer and
$.50 for each share of the 6.30% Series with respect to which a consent is
validly granted. The Dealer Manager will also be reimbursed by the Company for
its reasonable out-of-pocket expenses and will be indemnified against certain
liabilities, including certain liabilities under the federal securities laws, in
connection with the Offer and the Consent Solicitation. The Dealer Manager has
rendered, is currently rendering and is expected to continue to render various
investment banking services to the Company. The Dealer Manager has received, and
will continue to receive, customary compensation from the Company for such
services.
The Company has retained ChaseMellon Shareholder Services, L.L.C., as
Depositary, and Georgeson & Company, Inc., as Information Agent, in connection
with the Offer and the Consent Solicitation. The Depositary will receive
reasonable and customary compensation for its services and will also be
reimbursed for reasonable out-of-pocket expenses, including attorney fees.
Compensation to be paid to the Information Agent for its services is set forth
under "Proposal and Consent Solicitation--Cost of Solicitation." Neither the
Depositary nor the Information Agent has been retained to make solicitations or
recommendations in connection with the Offer and the Consent Solicitation.
SOLICITATION FEES. The Company will pay a solicitation fee to Soliciting
Dealers of an amount equal to $1.50 per Share for Shares that are tendered,
accepted for payment and paid for pursuant to the Offer (except for transactions
for beneficial owners whose ownership equals or exceeds 2,500 Shares, in which
case the Company will pay a solicitation fee equal to $1.00 per Share). If the
Proposal is approved, the
24
Company will pay a solicitation fee to Soliciting Dealers of $.50 per Share for
Shares that are not tendered pursuant to the Offer but in respect of which a
consent to the Proposal is validly granted. With respect to fees payable
pursuant to this paragraph involving transactions for beneficial owners whose
ownership is less than 2,500 Shares, any fees payable pursuant to this paragraph
shall be paid in full to the Dealer Manager unless a Soliciting Dealer is
designated (as herein described), in which case such fees shall be payable in
full to such designated Soliciting Dealer (which designated Soliciting Dealer
may be the Dealer Manager). With respect to fees payable pursuant to this
paragraph involving transactions for beneficial owners whose ownership equals or
exceeds 2,500 Shares, any fees payable pursuant to this paragraph shall be paid
in full to the Dealer Manager unless a Soliciting Dealer is designated, in which
case 80% of such fee shall be paid to the Dealer Manager and 20% of such fee
shall be paid to the designated Soliciting Dealer (which designated Soliciting
Dealer may be the Dealer Manager).
A designated Soliciting Dealer is an entity obtaining the tender and/or
consent, if the applicable Letter of Transmittal and Consent shall include its
name under the heading "Solicited Tenders and/or Consents," and it is (a) a
broker or dealer in securities, including the Dealer Manager in its capacity as
a dealer or broker, which is a member of any national securities exchange or of
the NASD, (b) a foreign broker or dealer not eligible for membership in the NASD
which agrees to conform to the NASD's Rules of Fair Practice in soliciting
tenders outside the United States to the same extent as though it were an NASD
member, or (c) a bank or trust company.
No such solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender and/or consent of Shares by a holder unless the Letter of
Transmittal and Consent accompanying such tender and/ or consent designates such
Soliciting Dealer. No such fee shall be paid to a Soliciting Dealer with respect
to Shares tendered or for which a consent has been granted for such Soliciting
Dealer's own account. If tendered Shares or Shares for which a consent has been
granted are registered in the name of such Soliciting Dealer, no such fee shall
be payable unless such Shares are held by such Soliciting Dealer as nominee and
such Shares are being tendered and/or a consent is being granted for the benefit
of one or more beneficial owners identified on the applicable Letter of
Transmittal and Consent. Preferred Shareholders should complete the "Solicited
Tenders and/or Consents" box in the applicable Letter of Transmittal and Consent
to designate a Soliciting Dealer. No such fee shall be payable to a Soliciting
Dealer if such Soliciting Dealer is required for any reason to transfer the
amount of such fee to a beneficial owner. No broker, dealer, bank, trust company
or fiduciary shall be deemed to be the agent of the Company, the Depositary, the
Information Agent or the Dealer Manager for purposes of the Offer and Consent
Solicitation.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organization in
connection with the Offer and Consent Solicitation consist solely of forwarding
to clients materials relating to the Offer and Consent Solicitation, including
the applicable Letter of Transmittal and Consent, and tendering Shares or
granting consents as directed by beneficial owners thereof. No Soliciting Dealer
is required to make any recommendation to holders of Shares as to whether to
tender or refrain from tendering in the Offer or whether to grant or refrain
from granting a consent. No assumption is made, in making payment to any
Soliciting Dealer, that its activities in connection with the Offer included any
activities other than those described in this paragraph. For all purposes noted
in all materials relating to the Offer and Consent Solicitation, the term
"solicit" shall be deemed to mean no more than "processing shares tendered or
consents" or "forwarding to customers materials regarding the Offer and Consent
Solicitation."
BY ACCEPTING ANY SOLICITATION FEE, A PERSON SHALL BE DEEMED TO HAVE
REPRESENTED THAT: (I) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS OF THE
EXCHANGE ACT, AND THE APPLICABLE RULES AND REGULATIONS THEREUNDER, IN CONNECTION
WITH SUCH SOLICITATION; (II) IT IS ENTITLED TO SUCH COMPENSATION FOR SUCH
SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE OFFER; (III) IN SOLICITING
TENDERS OF SHARES AND/OR CONSENTS, IT HAS USED NO SOLICITING MATERIALS OTHER
THAN THOSE FURNISHED BY THE COMPANY; AND (IV) IF IT IS A FOREIGN BROKER OR
DEALER NOT ELIGIBLE FOR MEMBERSHIP IN THE NASD, IT HAS AGREED TO CONFORM TO THE
NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
25
STOCK TRANSFER TAXES. The Company will pay all stock transfer taxes, if
any, payable on account of the acquisition of Shares by the Company pursuant to
the Offer, except in certain circumstances where special payment or delivery
procedures are utilized pursuant to Instruction 6 of the accompanying Letter of
Transmittal and Consent.
CERTAIN INFORMATION REGARDING THE COMPANY
The Company is a combination electric and gas utility company engaged in the
business of purchasing, transmitting and distributing electricity and
purchasing, transporting and distributing natural gas. The service territory,
99% of which is located outside the corporate limits of cities, is in the
central, eastern and western parts of the State of New York. The service
territory has an area of 19,900 square miles and a population of 2,400,000. The
mailing address of the principal executive office of the Company is P.O. Box
3287, Ithaca, New York, 14852-3287, and the telephone number is (607) 347-4131.
On May 1, 1998, EEC became the parent of the Company pursuant to an
Agreement and Plan of Share Exchange between EEC and the Company. Each share of
the Company's outstanding common stock was exchanged for one share of EEC's
common stock. The Company's common stock was then delisted from the NYSE. The
serial preferred stock and debt of the Company were not exchanged and remain
securities of the Company.
The Company is subject to the informational requirements of the Exchange Act
and in accordance therewith files reports and other information with the
Commission. Such reports and other information may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549; 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a website at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company. Such information about the Company is also
available at the offices of the NYSE, 20 Broad Street, New York, New York 10005.
In connection with the Offer, the Company has filed an Issuer Tender Offer
Statement on Schedule 13E-4 with the Commission that includes certain additional
information relating to the Offer. The Company's Schedule 13E-4 will not be
available at the Commission's regional offices.
SUMMARY OF FINANCIAL INFORMATION
Set forth below is certain historical financial information of the Company.
The historical financial information (other than the ratios of earnings to fixed
charges) was derived from the audited financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997 and
from the unaudited financial statements included in the Company's Quarterly
Reports on Form 10-Q for the periods ended September 30, 1998 and September 30,
1997. Additional financial information is incorporated by reference herein as
described below.
NINE MONTHS ENDED
SEPTEMBER 30,
YEAR ENDED DECEMBER 31, (UNAUDITED)
-------------------------- --------------------------
1997 1996 1998 1997
------------ ------------ ------------ ------------
Operating Revenue (000).................................. $ 2,129,989 $ 2,067,532 $ 1,531,851 $ 1,551,336
Net Income (000)......................................... $ 184,553 $ 178,241 $ 156,408 $ 136,529
Ratio of Earnings to Fixed Charges....................... 3.38 3.24 3.82 3.46
Ratio of Earnings to Fixed Charges
and Preferred Stock Dividends.......................... 3.22 3.09 3.64 3.29
Net Utility Plant in Service (000)....................... $ 3,870,168 $ 3,924,079 $ 2,744,866 $ 3,868,083
26
AS OF SEPTEMBER 30,
1998 ($000)
--------------------
Long-term Debt....................................................... $1,414,297 57.8%
Preferred Stock...................................................... $ 129,440 5.3%
Common Equity........................................................ $ 903,049 36.9%
--------- ---------
Total Capitalization (excluding current maturities).............. $2,446,786 100.0%
INCORPORATION OF ADDITIONAL INFORMATION
The financial statements of the Company and related information included in
its Annual Report on Form 10-K for the year ended December 31, 1997, its
Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30,
1998 and September 30, 1998, each as filed with the Commission, are hereby
incorporated by reference. All documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this document and prior to the Expiration Date shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this document to the extent that a statement contained herein or
in any other subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this document.
The Company will provide without charge to each person to whom a copy of
this document has been delivered, on the written or oral request of any such
person, a copy of any or all of its documents described above which have been
incorporated or are deemed to be incorporated by reference in this document,
other than exhibits to such documents. Such requests should be directed to
Shareholder Services, New York State Electric & Gas Corporation, P.O. Box 3200,
Ithaca, New York 14852-3200, at (800) 225-5643. The information relating to the
Company contained in this document does not purport to be comprehensive and
should be read together with the information contained in the documents
incorporated or deemed to be incorporated by reference.
MISCELLANEOUS
The Offer is not being made to, nor will the Company accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance would
not be in compliance with the laws of such jurisdiction. The Company is not
aware of any jurisdiction where the making of the Offer or the tender of Shares
would not be in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer or if the tender of Shares is not
in compliance with any applicable law, the Company will make a good faith effort
to comply with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the owners of Shares residing in such
jurisdiction. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer will
be deemed to be made on the Company's behalf by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
NEW YORK STATE ELECTRIC & GAS CORPORATION
27
QUESTIONS AND REQUESTS FOR ASSISTANCE
ANY QUESTIONS OR REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO THE INFORMATION
AGENT OR THE DEALER MANAGER AT THEIR RESPECTIVE TELEPHONE NUMBERS AND ADDRESSES
LISTED BELOW. REQUESTS FOR ADDITIONAL COPIES OF THIS OFFER TO PURCHASE AND
CONSENT STATEMENT, THE LETTER OF TRANSMITTAL AND CONSENT OR OTHER TENDER OFFER
OR CONSENT MATERIALS SHOULD BE DIRECTED TO THE INFORMATION AGENT, AND SUCH
COPIES WILL BE FURNISHED PROMPTLY AT THE COMPANY'S EXPENSE. PREFERRED
SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK OR TRUST
COMPANY FOR ASSISTANCE CONCERNING THE OFFER.
THE DEALER MANAGER:
SALOMON SMITH BARNEY
390 Greenwich Street
New York, New York 10013
Attention: Liability Management Group
(800) 558-3745
THE INFORMATION AGENT:
[GEORGESON & COMPANY, INC.]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect (212) 440-9800
All Others Call Toll-Free (800) 223-2064
FACSIMILE COPIES OF THE LETTER OF TRANSMITTAL AND CONSENT WILL NOT BE
ACCEPTED. THE LETTER OF TRANSMITTAL AND CONSENT, TOGETHER WITH ANY OTHER
REQUIRED DOCUMENTS, AND, IF APPLICABLE, CERTIFICATES FOR SHARES MUST BE SENT OR
DELIVERED BY EACH TENDERING OR CONSENTING PREFERRED SHAREHOLDER TO THE
DEPOSITARY AT ONE OF ITS ADDRESSES SET FORTH BELOW:
THE DEPOSITARY:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road-Mail
South Hackensack, NJ 07606 New York, NY 10271 Drop-Reorg
Attn: Reorganization Attn: Reorganization Ridgefield Park, NJ 07660
Department Department Attn: Reorganization
Department
3.75% SERIES
LETTER OF TRANSMITTAL AND CONSENT
TO ACCOMPANY SHARES OF
3.75% CUMULATIVE PREFERRED STOCK,
PAR VALUE $100 PER SHARE (THE "SHARES")
CUSIP NUMBER 649840-20-4
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
TENDERED PURSUANT TO ITS OFFER TO PURCHASE FOR CASH
AT A PURCHASE PRICE OF $72.00 PER SHARE
AND/OR
TO GRANT CONSENTS WITH RESPECT TO SUCH SHARES
PURSUANT TO ITS CONSENT STATEMENT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization Department
Department Department
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) AND ADDRESS(ES) APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO VALIDLY TENDER
AND/OR CONSENT, YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL AND
CONSENT IN ALL THE APPROPRIATE SPACES PROVIDED HEREIN.
YOU MUST CHECK ONE BOX: / / I AM TENDERING AND CONSENTING
/ / I AM CONSENTING ONLY
/ / I AM TENDERING ONLY
If you are tendering some Shares you hold and only consenting with respect
to other Shares you hold, you must submit two separate Letters of Transmittal
and Consent, one with respect to the tendered Shares and one with respect to the
Shares for which you are only consenting.
Do not send any certificates or documents to Salomon Smith Barney, Georgeson
& Company, Inc., New York State Electric & Gas Corporation (the "Company") or
the Book-Entry Transfer Facility.
THIS LETTER OF TRANSMITTAL AND CONSENT IS ONLY FOR THE 3.75% SERIES. BE SURE
THAT THIS IS THE SERIES OF PREFERRED YOU ARE TENDERING HEREWITH OR WITH RESPECT
TO WHICH YOU ARE GRANTING A CONSENT HEREBY.
(THIS PAGE INTENTIONALLY LEFT BLANK)
The instructions accompanying this Letter of Transmittal and Consent should
be read carefully before this Letter of Transmittal and Consent is completed. If
you have any questions, have not received the Offer to Purchase and Consent
Statement, dated March 1, 1999 (which together with this Letter of Transmittal
and Consent constitute the "Offer") or other documents pertaining to the Offer
or need assistance in completing this Letter of Transmittal and Consent, please
contact Georgeson & Company, Inc., the Information Agent, at (800) 223-2064.
Banks and brokers call collect (212) 440-9800. Capitalized terms used but not
defined herein have the meaning assigned to such terms in the Offer to Purchase
and Consent Statement.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. IT IS NOT NECESSARY TO TENDER SHARES IN
ORDER TO CONSENT TO THE PROPOSAL. INCLUDED IN THIS LETTER OF TRANSMITTAL AND
CONSENT IS A FORM FOR GRANTING SUCH CONSENT.
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered pursuant to the Offer and the
Proposal is approved, the Company will make a special cash payment to such
Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date. Those
Preferred Shareholders who validly tender their Shares will be entitled only to
the purchase price per Share listed on the first page hereof and will not be
entitled to the Special Cash Payment.
Preferred Shareholders who wish to tender Shares but who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement. See
Instruction 2.
Note: Signatures must be provided herein. Please read the accompanying
instructions carefully.
Note: If you are voting on the Proposal but not tendering Shares, do not
send any share certificates with this Letter of Transmittal and Consent. This
Letter of Transmittal and Consent must be used to grant consent to the Proposal
even if no Shares are being tendered.
Note: The following actions will have the same effect as withholding consent
to the Proposal: (a) failing to execute, date and return a Letter of Transmittal
and Consent or (b) executing, dating and returning a Letter of Transmittal and
Consent marked "WITHHOLD CONSENT" or "ABSTAIN" as to the Proposal. If a returned
Letter of Transmittal and Consent is executed and dated but not marked with
respect to the Proposal, the undersigned will be deemed to have consented to the
Proposal.
ATTENTION DEPOSITORY TRUST COMPANY ("DTC") PARTICIPANTS:
This Letter of Transmittal and Consent may relate to only one delivery by
book-entry transfer and thus only one VOI Number may be supplied in the space
provided. Separate Letters of Transmittal and Consent must be used for each
delivery by book-entry transfer.
This Letter of Transmittal and Consent must be completed even if delivery of
tendered Shares is to be made by book-entry transfer to the Depositary's account
at DTC (the "Book-Entry Transfer Facility").
1
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above. See Instruction 4.
If any of your certificate(s) for Shares have been lost, stolen or
destroyed, please call the Depositary at (800) 777-3674. You may need to
complete an Affidavit of Loss with respect to the lost certificate(s) (which
will be provided by the Depositary) and payment of an indemnity bond premium fee
may be required.
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
IF YOU ARE NOT TENDERING, DO NOT SEND CERTIFICATES OR EFFECT A BOOK-ENTRY
TRANSFER.
2
ELIGIBLE INSTITUTIONS OR BROKERS MUST CHECK ONE BOX AND COMPLETE THE FOLLOWING, IF APPLICABLE:
NOTE: THIS LETTER OF TRANSMITTAL AND CONSENT MAY RELATE TO ONLY ONE DELIVERY BY BOOK ENTRY
TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED BELOW. SEPARATE LETTERS OF TRANSMITTAL AND
CONSENT MUST BE USED FOR EACH DELIVERY BY BOOK ENTRY TRANSFER.
/ / TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER.
Name of tendering institution
Account No. at DTC
VOI No. (only one)
/ / TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
CONSENT PREVIOUSLY SENT TO THE DEPOSITARY.
Name(s) of tendering shareholder(s)
Date of execution of Notice of Guaranteed Delivery and Consent
Name of institution that guaranteed delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of tendering institution
Account No. at DTC
VOI No. (only one)
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares listed above in the box designated "Description of Shares
tendered and/or with respect to which consents are granted" hereby acknowledges
receipt of the Offer to Purchase and Consent Statement, dated March 1, 1999, and
consents without a meeting, pursuant to the Company's Restated Certificate of
Incorporation, as amended, with respect to all of such Shares, to the adoption
of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF YOU EXECUTE AND DATE BUT DO NOT MARK THIS LETTER OF TRANSMITTAL AND
CONSENT WITH RESPECT TO THE PROPOSAL, YOU WILL BE DEEMED TO HAVE CONSENTED TO
THE PROPOSAL.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, and/or consents with respect
to, the Shares in the amount set forth in the box above designated "Description
of Shares tendered and/or with respect to which consents are granted" pursuant
to the Company's offer to purchase any and all of the outstanding Shares of the
series of serial preferred stock of the Company and/or the related consent
solicitation, as applicable, as to which this Letter of Transmittal and Consent
relates, upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Statement, dated March 1, 1999, receipt of which is hereby
acknowledged, and in this Letter of Transmittal and Consent.
If tendering Shares herewith, subject to, and effective upon, acceptance for
payment of and payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Shares
that are being tendered herewith and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for registration and
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all in accordance
with the terms of the Offer. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from the Company and
transmitting payment to tendering shareholders. The Depositary also will act as
agent for shareholders who do not tender Shares but consent to the Proposal for
the purpose of receiving Special Cash Payments from the Company and transmitting
such payments to such shareholders.
If tendering Shares herewith, the undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered herewith and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith and/or to grant the consent given hereby.
If granting consents hereby, the undersigned hereby represents and warrants
that the undersigned has full power and authority to consent to the Proposal
with respect to all Shares referred to above in the box designated "Description
of Shares tendered and/or with respect to which consents are granted."
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death, bankruptcy or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be binding
upon the heirs, legal representatives, successors, assigns, executors and
administrators of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with such Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the
4
Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase and Consent Statement, the Company may terminate or amend
the Offer or may not be required to purchase any of the Shares tendered hereby,
if any. In any such event, the undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the purchase price of any
Shares purchased or the Special Cash Payment, as applicable, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account of
the undersigned at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated in the box below under the heading "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased or the Special Cash Payment, as applicable, and/or any certificate for
Shares not tendered or not purchased (and accompanying documents, as
appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased or the Special Cash Payment, as applicable, and/or
return any Shares not tendered or not purchased in the name(s) of, and mail said
check and/or any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for purchase any of the Shares so
tendered.
COMPLETE THE FOLLOWING TWO BOXES ONLY IF APPLICABLE:
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be issued in the name of someone
other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(SOCIAL SECURITY OR
EMPLOYER IDENTIFICATION NUMBER)
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be mailed to someone other than
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
5
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
PLEASE COMPLETE IF APPLICABLE:
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address of Firm: _______________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1999
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW
OR A FORM W-8, AS APPLICABLE
LOST CERTIFICATES BOX
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION
11).
Number of Shares represented by lost, destroyed or stolen certificates: ________
6
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS AND/OR CONSENTS
As described in the Offer to Purchase and Consent Statement, dated March 1,
1999, the Company will pay, in the amounts and on the terms and conditions set
forth in the Offer to Purchase and Consent Statement, solicitation fees to
designated Soliciting Dealers (as defined in the Offer to Purchase and Consent
Statement).
The abovesigned represents that the Soliciting Dealer which solicited and
obtained this tender and/or consent is:
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker: _____________________________________________________
Telephone Number of Broker: ____________________________________________________
Address: _______________________________________________________________________
________________________________________
(INCLUDE ZIP CODE)
If Shares specified in this Letter of Transmittal and Consent are held by
the abovesigned as custodian, specify below each beneficial owner of such Shares
whose tender and/or consent you have solicited. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, attach a separate signed schedule using the same
format.
Name of Number of Shares if Number of Shares if
Beneficial Owner Less Than 2,500 2,500 or More
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
THE ACCEPTANCE OF COMPENSATION BY SUCH SOLICITING DEALER WILL CONSTITUTE A
REPRESENTATION BY IT THAT (A) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (B) IT IS ENTITLED
TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT; (C) IN SOLICITING A TENDER AND/OR
CONSENT, IT HAS USED NO SOLICITATION MATERIALS OTHER THAN THOSE FURNISHED BY THE
COMPANY; AND (D) IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP
IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD"), IT HAS
AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm:___________________________________________________________________________
(Please Print)
Attention:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Phone Number:___________________________________________________________________
Taxpayer Identification or Social Security No. _________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. In general, all signatures on this Letter of
Transmittal and Consent must be guaranteed by a firm that is a member of a
registered national securities exchange or the NASD, or by a commercial bank or
trust company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). However, signatures
on this Letter of Transmittal and Consent need not be guaranteed if (a) this
Letter of Transmittal and Consent is signed by the registered owner of the
Shares tendered herewith and such owner has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal and Consent, (b) such Shares are
tendered for the account of an Eligible Institution, or (c) this Letter of
Transmittal and Consent is being used solely for the purpose of granting a
consent with respect to Shares which are not being tendered pursuant to the
Offer. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DELIVERY OF
SHARES. This Letter of Transmittal and Consent is to be used if (a)
certificates are to be forwarded herewith, (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement and/or (c) consents are being granted hereby with respect
to the Proposal. To validly tender, certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and
Consent, and any other documents required by this Letter of Transmittal and
Consent, must be received by the Depositary at one of its addresses set forth on
the front page of this Letter of Transmittal and Consent on or prior to the
Expiration Date; provided, however, that Preferred Shareholders who wish to
tender their Shares but who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement. A separate Notice of Guaranteed Delivery and Consent form
has been provided in order to comply with the guaranteed delivery procedure. A
Preferred Shareholder whose Shares are held by a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer, commercial
bank, trust company or nominee if he or she desires to tender, or to consent to
the Proposal without tendering, Shares.
THE METHOD OF DELIVERY OF SHARES (IF TENDERING), OF THIS LETTER OF
TRANSMITTAL AND CONSENT AND OF ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT IS THE
TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A TENDER HAS
BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Prices" in the Offer to Purchase
and Consent Statement. By executing this Letter of Transmittal and Consent, the
tendering shareholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. CONSENTING. WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR
SHARES PURSUANT TO THE OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL. IT
IS NOT NECESSARY TO TENDER SHARES IN ORDER TO CONSENT TO THE PROPOSAL. By
executing a Notice of Guaranteed Delivery and Consent, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Consent and to have granted
8
consent to the Proposal in accordance with the consent contained therein. IF
THIS LETTER OF TRANSMITTAL AND CONSENT (OR A NOTICE OF GUARANTEED DELIVERY AND
CONSENT) IS EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO THE PROPOSAL, THE
SHAREHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL. The Offer is being
sent to all persons in whose names Shares are registered on the books of the
Company as of the close of business on February 19, 1999, as well as to all
persons in whose name Shares are registered on the books of the Company as of
the Record Date.
4. PARTIAL TENDER AND/OR CONSENT (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered or consents are being
granted with respect to fewer than all the Shares represented by any certificate
specified herein, fill in the number of Shares that are to be tendered and/or
with respect to which consents are being granted in the box above under the
heading "Description of Shares tendered and/or with respect to which consents
are granted." In the case of Shares tendered, a new certificate for the
remainder of the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal and Consent, unless otherwise
provided in the box above under the heading "Special Payment Instructions" or
"Special Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered and consents
will be deemed to have been granted in respect of such Shares, unless otherwise
indicated.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT AND/OR NOTICE OF
GUARANTEED DELIVERY AND CONSENT; STOCK POWERS AND ENDORSEMENTS. If either this
Letter of Transmittal and Consent or the Notice of Guaranteed Delivery and
Consent (together, the "Tender and Consent Documents") is signed by the
registered holder(s) of the Shares referred to herein, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are held of record by two or more
persons, all such persons must sign such Tender and Consent Document.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are registered in different names or
different certificates, it will be necessary to complete, sign and submit as
many separate applicable Tender and Consent Documents as there are different
registrations or certificates.
If either Tender and Consent Document is signed by the registered holder(s)
of the Shares referred to herein, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If Shares are tendered herewith and this Letter of Transmittal and Consent
is signed by a person other than the registered holder(s) of the Shares tendered
herewith, such Shares must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates or position listing for such Shares.
Signature(s) on any such certificate or stock powers must be guaranteed by an
Eligible Institution. See Instruction 1.
If either Tender and Consent Document or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such persons to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay all stock transfer taxes, if any, payable on account of the
acquisition of Shares by the Company pursuant to the
9
Offer. If, however, payment of the purchase price or the Special Cash Payment,
as applicable, is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered owner, or if
tendered Shares are registered in the name of any person other than the person
signing this Letter of Transmittal and Consent, the amount of any stock transfer
or other taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See "Terms of the Offer--Acceptance
of Shares for Payment and Payment of Purchase Price" in the Offer to Purchase
and Consent Statement. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, or the check for the
Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Consent or if such check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Consent
or to an address other than that shown in the box above under the heading
"Name(s) and Address(es) of Registered Holder(s)," then the "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal and Consent must be completed. Preferred Shareholders tendering
Shares by book-entry transfer will have any Shares not accepted for payment
returned by crediting the account maintained by such Preferred Shareholders at
the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9 AND FORM W-8. A tendering Preferred Shareholder and
a Preferred Shareholder granting consent to the Proposal (but not tendering) are
required to provide the Depositary with (i) in the case of a United States
Preferred Shareholder, a correct Taxpayer Identification Number ("Taxpayer
Identification Number" or "TIN") and a certification that the Internal Revenue
Service has not notified such shareholder that he or she is subject to backup
withholding on the Substitute Form W-9 contained herein, or (ii) in the case of
a foreign Preferred Shareholder, a properly completed Form W-8, as hereinafter
discussed under "Important Tax Information." Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the holder to a $50
penalty imposed by the Internal Revenue Service and to 31% federal income tax
backup withholding on the gross amount payable. The box in Part 2 of Substitute
Form W-9 may be checked if the holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of the gross amount otherwise payable
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer and consent materials should be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and addresses listed on the back cover of the Offer to
Purchase and Consent Statement. Preferred Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
10. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including the time of receipt) and acceptance for payment
of any tender of Shares and the form and validity (including time of receipt) of
consents and the eligibility for the Special Cash Payment will be determined by
the Company in its sole discretion, and its determination will be final and
binding. The Company reserves the absolute right to reject any and all tenders
and/or consents that it determines are not in proper form or the acceptance of
or payment for which may, in the opinion of the Company, be unlawful. The
Company also reserves the absolute right to waive any defect or irregularity in
any tender of Shares or consent. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor any other person will be under any duty to
give notice of any defect or irregularity in tenders or consents, nor shall any
of them incur any liability for failure to give any such notice.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificate(s)
for Shares have been lost, stolen or destroyed, please call the Depositary at
(800) 777-3674. You may need to complete an Affidavit of Loss with respect to
the lost certificate(s) (which will be provided by the Depositary) and payment
of an indemnity bond premium fee may be required. The tender of Shares pursuant
to this Letter of Transmittal and Consent will not be valid unless prior to the
Expiration Date: (a) such procedures have been completed and a replacement
certificate for the Shares has been delivered to the Depositary or (b) a Notice
of Guaranteed Delivery and Consent has been delivered to the Depositary. See
Instruction 2.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered Shares
are accepted for payment or who will receive a Special Cash Payment as a result
of granting consent to the Proposal is required to provide the Depositary (as
payer) with either such Preferred Shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Internal Revenue Service Form W-8 (a "Form
W-8"). If such Preferred Shareholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
federal employer identification number. If the Depositary is not provided with
the correct TIN or properly completed Form W-8, the Preferred Shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Code. In addition,
payments that are made to such Preferred Shareholder with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain Preferred Shareholders (including, among others, all corporations
and certain foreign individuals) are exempt from backup withholding. For a
corporate United States Preferred Shareholder to qualify for such exemption,
such Preferred Shareholder must provide the Depositary with a properly completed
and executed Substitute Form W-9 attesting to its exempt status. In order for a
foreign Preferred Shareholder to qualify as an exempt recipient, such Preferred
Shareholder must submit to the Depositary a properly completed Form W-8, signed
under penalties of perjury, attesting to that Preferred Shareholder's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the Preferred Shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on a Special Cash Payment(s) or payments made to
a Preferred Shareholder with respect to Shares purchased pursuant to the Offer,
the Preferred Shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on Substitute Form W-9 is correct and that (a) the Preferred
Shareholder has not been notified by the Internal Revenue Service that he or she
is subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue Service has
notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to withholding under other provisions of
the Code or the Special Cash Payment or on gross payments received pursuant to
the Offer. Foreign Preferred Shareholders that submit a properly completed Form
W-8 may nevertheless be subject to withholding under other provisions of the
Code on the payments received by them.
11
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Number OR Employer
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. Identification
INTERNAL REVENUE SERVICE Number
----------------------------------------------------------
Name (Please Print)
Part 2--
Address Awaiting TIN / /
City State
Zip Code
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT: (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not
been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the
near future), (2) I am not subject to backup withholding
PAYER'S REQUEST FOR either because I have not been notified by the Internal
TAXPAYER IDENTIFICATION
NUMBER AND Revenue Service that I am subject to backup withholding as
CERTIFICATION a result of a failure to report all interest or dividends
or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding and (3) all other
information provided on this form is true, correct and
complete.
SIGNATURE DATE , 1999
You must cross out item (2) above if you have been
notified by the Internal Revenue Service that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER OR CONSENT SOLICITATION. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX-
PAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CER-
TIFICATE 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 (1) 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 (2)
I intend to do so in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments made
to me will be withheld until I provide a number.
SIGNATURE __________________________________________ DATE ____________ , 1999
12
4 1/2% SERIES
LETTER OF TRANSMITTAL AND CONSENT
TO ACCOMPANY SHARES OF
4 1/2% CUMULATIVE PREFERRED STOCK (SERIES 1949),
PAR VALUE $100 PER SHARE (THE "SHARES")
CUSIP NUMBER 649840-70-9
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
TENDERED PURSUANT TO ITS OFFER TO PURCHASE FOR CASH
AT A PURCHASE PRICE OF $89.50 PER SHARE
AND/OR
TO GRANT CONSENTS WITH RESPECT TO SUCH SHARES
PURSUANT TO ITS CONSENT STATEMENT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization Department
Department Department
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) AND ADDRESS(ES) APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO VALIDLY TENDER
AND/OR CONSENT, YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL AND
CONSENT IN ALL THE APPROPRIATE SPACES PROVIDED HEREIN.
YOU MUST CHECK ONE BOX: / / I AM TENDERING AND CONSENTING
/ / I AM CONSENTING ONLY
/ / I AM TENDERING ONLY
If you are tendering some Shares you hold and only consenting with respect
to other Shares you hold, you must submit two separate Letters of Transmittal
and Consent, one with respect to the tendered Shares and one with respect to the
Shares for which you are only consenting.
Do not send any certificates or documents to Salomon Smith Barney, Georgeson
& Company, Inc., New York State Electric & Gas Corporation (the "Company") or
the Book-Entry Transfer Facility.
THIS LETTER OF TRANSMITTAL AND CONSENT IS ONLY FOR THE 4 1/2% SERIES. BE
SURE THAT THIS IS THE SERIES OF PREFERRED YOU ARE TENDERING HEREWITH OR WITH
RESPECT TO WHICH YOU ARE GRANTING A CONSENT HEREBY.
(THIS PAGE INTENTIONALLY LEFT BLANK)
The instructions accompanying this Letter of Transmittal and Consent should
be read carefully before this Letter of Transmittal and Consent is completed. If
you have any questions, have not received the Offer to Purchase and Consent
Statement, dated March 1, 1999 (which together with this Letter of Transmittal
and Consent constitute the "Offer") or other documents pertaining to the Offer
or need assistance in completing this Letter of Transmittal and Consent, please
contact Georgeson & Company, Inc., the Information Agent, at (800) 223-2064.
Banks and brokers call collect (212) 440-9800. Capitalized terms used but not
defined herein have the meaning assigned to such terms in the Offer to Purchase
and Consent Statement.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. IT IS NOT NECESSARY TO TENDER SHARES IN
ORDER TO CONSENT TO THE PROPOSAL. INCLUDED IN THIS LETTER OF TRANSMITTAL AND
CONSENT IS A FORM FOR GRANTING SUCH CONSENT.
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered pursuant to the Offer and the
Proposal is approved, the Company will make a special cash payment to such
Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date. Those
Preferred Shareholders who validly tender their Shares will be entitled only to
the purchase price per Share listed on the first page hereof and will not be
entitled to the Special Cash Payment.
Preferred Shareholders who wish to tender Shares but who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement. See
Instruction 2.
Note: Signatures must be provided herein. Please read the accompanying
instructions carefully.
Note: If you are voting on the Proposal but not tendering Shares, do not
send any share certificates with this Letter of Transmittal and Consent. This
Letter of Transmittal and Consent must be used to grant consent to the Proposal
even if no Shares are being tendered.
Note: The following actions will have the same effect as withholding consent
to the Proposal: (a) failing to execute, date and return a Letter of Transmittal
and Consent or (b) executing, dating and returning a Letter of Transmittal and
Consent marked "WITHHOLD CONSENT" or "ABSTAIN" as to the Proposal. If a returned
Letter of Transmittal and Consent is executed and dated but not marked with
respect to the Proposal, the undersigned will be deemed to have consented to the
Proposal.
ATTENTION DEPOSITORY TRUST COMPANY ("DTC") PARTICIPANTS:
This Letter of Transmittal and Consent may relate to only one delivery by
book-entry transfer and thus only one VOI Number may be supplied in the space
provided. Separate Letters of Transmittal and Consent must be used for each
delivery by book-entry transfer.
This Letter of Transmittal and Consent must be completed even if delivery of
tendered Shares is to be made by book-entry transfer to the Depositary's account
at DTC (the "Book-Entry Transfer Facility").
1
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above. See Instruction 4.
If any of your certificate(s) for Shares have been lost, stolen or
destroyed, please call the Depositary at (800) 777-3674. You may need to
complete an Affidavit of Loss with respect to the lost certificate(s) (which
will be provided by the Depositary) and payment of an indemnity bond premium fee
may be required.
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
IF YOU ARE NOT TENDERING, DO NOT SEND CERTIFICATES OR EFFECT A BOOK-ENTRY
TRANSFER.
2
ELIGIBLE INSTITUTIONS OR BROKERS MUST CHECK ONE BOX AND COMPLETE THE FOLLOWING, IF APPLICABLE:
NOTE: THIS LETTER OF TRANSMITTAL AND CONSENT MAY RELATE TO ONLY ONE DELIVERY BY BOOK ENTRY
TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED BELOW. SEPARATE LETTERS OF TRANSMITTAL AND
CONSENT MUST BE USED FOR EACH DELIVERY BY BOOK ENTRY TRANSFER.
/ / TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER.
Name of tendering institution
Account No. at DTC
VOI No. (only one)
/ / TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
CONSENT PREVIOUSLY SENT TO THE DEPOSITARY.
Name(s) of tendering shareholder(s)
Date of execution of Notice of Guaranteed Delivery and Consent
Name of institution that guaranteed delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of tendering institution
Account No. at DTC
VOI No. (only one)
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares listed above in the box designated "Description of Shares
tendered and/or with respect to which consents are granted" hereby acknowledges
receipt of the Offer to Purchase and Consent Statement, dated March 1, 1999, and
consents without a meeting, pursuant to the Company's Restated Certificate of
Incorporation, as amended, with respect to all of such Shares, to the adoption
of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF YOU EXECUTE AND DATE BUT DO NOT MARK THIS LETTER OF TRANSMITTAL AND
CONSENT WITH RESPECT TO THE PROPOSAL, YOU WILL BE DEEMED TO HAVE CONSENTED TO
THE PROPOSAL.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, and/or consents with respect
to, the Shares in the amount set forth in the box above designated "Description
of Shares tendered and/or with respect to which consents are granted" pursuant
to the Company's offer to purchase any and all of the outstanding Shares of the
series of serial preferred stock of the Company and/or the related consent
solicitation, as applicable, as to which this Letter of Transmittal and Consent
relates, upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Statement, dated March 1, 1999, receipt of which is hereby
acknowledged, and in this Letter of Transmittal and Consent.
If tendering Shares herewith, subject to, and effective upon, acceptance for
payment of and payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Shares
that are being tendered herewith and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for registration and
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all in accordance
with the terms of the Offer. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from the Company and
transmitting payment to tendering shareholders. The Depositary also will act as
agent for shareholders who do not tender Shares but consent to the Proposal for
the purpose of receiving Special Cash Payments from the Company and transmitting
such payments to such shareholders.
If tendering Shares herewith, the undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered herewith and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith and/or to grant the consent given hereby.
If granting consents hereby, the undersigned hereby represents and warrants
that the undersigned has full power and authority to consent to the Proposal
with respect to all Shares referred to above in the box designated "Description
of Shares tendered and/or with respect to which consents are granted."
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death, bankruptcy or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be binding
upon the heirs, legal representatives, successors, assigns, executors and
administrators of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with such Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the
4
Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase and Consent Statement, the Company may terminate or amend
the Offer or may not be required to purchase any of the Shares tendered hereby,
if any. In any such event, the undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the purchase price of any
Shares purchased or the Special Cash Payment, as applicable, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account of
the undersigned at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated in the box below under the heading "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased or the Special Cash Payment, as applicable, and/or any certificate for
Shares not tendered or not purchased (and accompanying documents, as
appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased or the Special Cash Payment, as applicable, and/or
return any Shares not tendered or not purchased in the name(s) of, and mail said
check and/or any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for purchase any of the Shares so
tendered.
COMPLETE THE FOLLOWING TWO BOXES ONLY IF APPLICABLE:
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be issued in the name of someone
other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(SOCIAL SECURITY OR
EMPLOYER IDENTIFICATION NUMBER)
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be mailed to someone other than
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
5
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
PLEASE COMPLETE IF APPLICABLE:
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address of Firm: _______________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1999
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW
OR A FORM W-8, AS APPLICABLE
LOST CERTIFICATES BOX
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION
11).
Number of Shares represented by lost, destroyed or stolen certificates: ________
6
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS AND/OR CONSENTS
As described in the Offer to Purchase and Consent Statement, dated March 1,
1999, the Company will pay, in the amounts and on the terms and conditions set
forth in the Offer to Purchase and Consent Statement, solicitation fees to
designated Soliciting Dealers (as defined in the Offer to Purchase and Consent
Statement).
The abovesigned represents that the Soliciting Dealer which solicited and
obtained this tender and/or consent is:
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker: _____________________________________________________
Telephone Number of Broker: ____________________________________________________
Address: _______________________________________________________________________
________________________________________
(INCLUDE ZIP CODE)
If Shares specified in this Letter of Transmittal and Consent are held by
the abovesigned as custodian, specify below each beneficial owner of such Shares
whose tender and/or consent you have solicited. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, attach a separate signed schedule using the same
format.
Name of Number of Shares if Number of Shares if
Beneficial Owner Less Than 2,500 2,500 or More
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
THE ACCEPTANCE OF COMPENSATION BY SUCH SOLICITING DEALER WILL CONSTITUTE A
REPRESENTATION BY IT THAT (A) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (B) IT IS ENTITLED
TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT; (C) IN SOLICITING A TENDER AND/OR
CONSENT, IT HAS USED NO SOLICITATION MATERIALS OTHER THAN THOSE FURNISHED BY THE
COMPANY; AND (D) IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP
IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD"), IT HAS
AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm:___________________________________________________________________________
(Please Print)
Attention:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Phone Number:___________________________________________________________________
Taxpayer Identification or Social Security No. _________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. In general, all signatures on this Letter of
Transmittal and Consent must be guaranteed by a firm that is a member of a
registered national securities exchange or the NASD, or by a commercial bank or
trust company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). However, signatures
on this Letter of Transmittal and Consent need not be guaranteed if (a) this
Letter of Transmittal and Consent is signed by the registered owner of the
Shares tendered herewith and such owner has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal and Consent, (b) such Shares are
tendered for the account of an Eligible Institution, or (c) this Letter of
Transmittal and Consent is being used solely for the purpose of granting a
consent with respect to Shares which are not being tendered pursuant to the
Offer. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DELIVERY OF
SHARES. This Letter of Transmittal and Consent is to be used if (a)
certificates are to be forwarded herewith, (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement and/or (c) consents are being granted hereby with respect
to the Proposal. To validly tender, certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and
Consent, and any other documents required by this Letter of Transmittal and
Consent, must be received by the Depositary at one of its addresses set forth on
the front page of this Letter of Transmittal and Consent on or prior to the
Expiration Date; provided, however, that Preferred Shareholders who wish to
tender their Shares but who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement. A separate Notice of Guaranteed Delivery and Consent form
has been provided in order to comply with the guaranteed delivery procedure. A
Preferred Shareholder whose Shares are held by a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer, commercial
bank, trust company or nominee if he or she desires to tender, or to consent to
the Proposal without tendering, Shares.
THE METHOD OF DELIVERY OF SHARES (IF TENDERING), OF THIS LETTER OF
TRANSMITTAL AND CONSENT AND OF ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT IS THE
TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A TENDER HAS
BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Prices" in the Offer to Purchase
and Consent Statement. By executing this Letter of Transmittal and Consent, the
tendering shareholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. CONSENTING. WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR
SHARES PURSUANT TO THE OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL. IT
IS NOT NECESSARY TO TENDER SHARES IN ORDER TO CONSENT TO THE PROPOSAL. By
executing a Notice of Guaranteed Delivery and Consent, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Consent and to have granted
8
consent to the Proposal in accordance with the consent contained therein. IF
THIS LETTER OF TRANSMITTAL AND CONSENT (OR A NOTICE OF GUARANTEED DELIVERY AND
CONSENT) IS EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO THE PROPOSAL, THE
SHAREHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL. The Offer is being
sent to all persons in whose names Shares are registered on the books of the
Company as of the close of business on February 19, 1999, as well as to all
persons in whose name Shares are registered on the books of the Company as of
the Record Date.
4. PARTIAL TENDER AND/OR CONSENT (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered or consents are being
granted with respect to fewer than all the Shares represented by any certificate
specified herein, fill in the number of Shares that are to be tendered and/or
with respect to which consents are being granted in the box above under the
heading "Description of Shares tendered and/or with respect to which consents
are granted." In the case of Shares tendered, a new certificate for the
remainder of the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal and Consent, unless otherwise
provided in the box above under the heading "Special Payment Instructions" or
"Special Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered and consents
will be deemed to have been granted in respect of such Shares, unless otherwise
indicated.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT AND/OR NOTICE OF
GUARANTEED DELIVERY AND CONSENT; STOCK POWERS AND ENDORSEMENTS. If either this
Letter of Transmittal and Consent or the Notice of Guaranteed Delivery and
Consent (together, the "Tender and Consent Documents") is signed by the
registered holder(s) of the Shares referred to herein, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are held of record by two or more
persons, all such persons must sign such Tender and Consent Document.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are registered in different names or
different certificates, it will be necessary to complete, sign and submit as
many separate applicable Tender and Consent Documents as there are different
registrations or certificates.
If either Tender and Consent Document is signed by the registered holder(s)
of the Shares referred to herein, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If Shares are tendered herewith and this Letter of Transmittal and Consent
is signed by a person other than the registered holder(s) of the Shares tendered
herewith, such Shares must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates or position listing for such Shares.
Signature(s) on any such certificate or stock powers must be guaranteed by an
Eligible Institution. See Instruction 1.
If either Tender and Consent Document or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such persons to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay all stock transfer taxes, if any, payable on account of the
acquisition of Shares by the Company pursuant to the
9
Offer. If, however, payment of the purchase price or the Special Cash Payment,
as applicable, is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered owner, or if
tendered Shares are registered in the name of any person other than the person
signing this Letter of Transmittal and Consent, the amount of any stock transfer
or other taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See "Terms of the Offer--Acceptance
of Shares for Payment and Payment of Purchase Price" in the Offer to Purchase
and Consent Statement. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, or the check for the
Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Consent or if such check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Consent
or to an address other than that shown in the box above under the heading
"Name(s) and Address(es) of Registered Holder(s)," then the "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal and Consent must be completed. Preferred Shareholders tendering
Shares by book-entry transfer will have any Shares not accepted for payment
returned by crediting the account maintained by such Preferred Shareholders at
the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9 AND FORM W-8. A tendering Preferred Shareholder and
a Preferred Shareholder granting consent to the Proposal (but not tendering) are
required to provide the Depositary with (i) in the case of a United States
Preferred Shareholder, a correct Taxpayer Identification Number ("Taxpayer
Identification Number" or "TIN") and a certification that the Internal Revenue
Service has not notified such shareholder that he or she is subject to backup
withholding on the Substitute Form W-9 contained herein, or (ii) in the case of
a foreign Preferred Shareholder, a properly completed Form W-8, as hereinafter
discussed under "Important Tax Information." Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the holder to a $50
penalty imposed by the Internal Revenue Service and to 31% federal income tax
backup withholding on the gross amount payable. The box in Part 2 of Substitute
Form W-9 may be checked if the holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of the gross amount otherwise payable
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer and consent materials should be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and addresses listed on the back cover of the Offer to
Purchase and Consent Statement. Preferred Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
10. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including the time of receipt) and acceptance for payment
of any tender of Shares and the form and validity (including time of receipt) of
consents and the eligibility for the Special Cash Payment will be determined by
the Company in its sole discretion, and its determination will be final and
binding. The Company reserves the absolute right to reject any and all tenders
and/or consents that it determines are not in proper form or the acceptance of
or payment for which may, in the opinion of the Company, be unlawful. The
Company also reserves the absolute right to waive any defect or irregularity in
any tender of Shares or consent. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor any other person will be under any duty to
give notice of any defect or irregularity in tenders or consents, nor shall any
of them incur any liability for failure to give any such notice.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificate(s)
for Shares have been lost, stolen or destroyed, please call the Depositary at
(800) 777-3674. You may need to complete an Affidavit of Loss with respect to
the lost certificate(s) (which will be provided by the Depositary) and payment
of an indemnity bond premium fee may be required. The tender of Shares pursuant
to this Letter of Transmittal and Consent will not be valid unless prior to the
Expiration Date: (a) such procedures have been completed and a replacement
certificate for the Shares has been delivered to the Depositary or (b) a Notice
of Guaranteed Delivery and Consent has been delivered to the Depositary. See
Instruction 2.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered Shares
are accepted for payment or who will receive a Special Cash Payment as a result
of granting consent to the Proposal is required to provide the Depositary (as
payer) with either such Preferred Shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Internal Revenue Service Form W-8 (a "Form
W-8"). If such Preferred Shareholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
federal employer identification number. If the Depositary is not provided with
the correct TIN or properly completed Form W-8, the Preferred Shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Code. In addition,
payments that are made to such Preferred Shareholder with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain Preferred Shareholders (including, among others, all corporations
and certain foreign individuals) are exempt from backup withholding. For a
corporate United States Preferred Shareholder to qualify for such exemption,
such Preferred Shareholder must provide the Depositary with a properly completed
and executed Substitute Form W-9 attesting to its exempt status. In order for a
foreign Preferred Shareholder to qualify as an exempt recipient, such Preferred
Shareholder must submit to the Depositary a properly completed Form W-8, signed
under penalties of perjury, attesting to that Preferred Shareholder's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the Preferred Shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on a Special Cash Payment(s) or payments made to
a Preferred Shareholder with respect to Shares purchased pursuant to the Offer,
the Preferred Shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on Substitute Form W-9 is correct and that (a) the Preferred
Shareholder has not been notified by the Internal Revenue Service that he or she
is subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue Service has
notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to withholding under other provisions of
the Code or the Special Cash Payment or on gross payments received pursuant to
the Offer. Foreign Preferred Shareholders that submit a properly completed Form
W-8 may nevertheless be subject to withholding under other provisions of the
Code on the payments received by them.
11
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Number OR Employer
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. Identification
INTERNAL REVENUE SERVICE Number
----------------------------------------------------------
Name (Please Print)
Part 2--
Address Awaiting TIN / /
City State
Zip Code
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT: (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not
been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the
near future), (2) I am not subject to backup withholding
PAYER'S REQUEST FOR either because I have not been notified by the Internal
TAXPAYER IDENTIFICATION
NUMBER AND Revenue Service that I am subject to backup withholding as
CERTIFICATION a result of a failure to report all interest or dividends
or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding and (3) all other
information provided on this form is true, correct and
complete.
SIGNATURE DATE , 1999
You must cross out item (2) above if you have been
notified by the Internal Revenue Service that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER OR CONSENT SOLICITATION. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX-
PAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CER-
TIFICATE 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 (1) 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 (2)
I intend to do so in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments made
to me will be withheld until I provide a number.
SIGNATURE __________________________________________ DATE ____________ , 1999
12
4.40% SERIES
LETTER OF TRANSMITTAL AND CONSENT
TO ACCOMPANY SHARES OF
4.40% CUMULATIVE PREFERRED STOCK,
PAR VALUE $100 PER SHARE (THE "SHARES")
CUSIP NUMBER 649840-40-2
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
TENDERED PURSUANT TO ITS OFFER TO PURCHASE FOR CASH
AT A PURCHASE PRICE OF $87.50 PER SHARE
AND/OR
TO GRANT CONSENTS WITH RESPECT TO SUCH SHARES
PURSUANT TO ITS CONSENT STATEMENT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization Department
Department Department
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) AND ADDRESS(ES) APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO VALIDLY TENDER
AND/OR CONSENT, YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL AND
CONSENT IN ALL THE APPROPRIATE SPACES PROVIDED HEREIN.
YOU MUST CHECK ONE BOX: / / I AM TENDERING AND CONSENTING
/ / I AM CONSENTING ONLY
/ / I AM TENDERING ONLY
If you are tendering some Shares you hold and only consenting with respect
to other Shares you hold, you must submit two separate Letters of Transmittal
and Consent, one with respect to the tendered Shares and one with respect to the
Shares for which you are only consenting.
Do not send any certificates or documents to Salomon Smith Barney, Georgeson
& Company, Inc., New York State Electric & Gas Corporation (the "Company") or
the Book-Entry Transfer Facility.
THIS LETTER OF TRANSMITTAL AND CONSENT IS ONLY FOR THE 4.40% SERIES. BE SURE
THAT THIS IS THE SERIES OF PREFERRED YOU ARE TENDERING HEREWITH OR WITH RESPECT
TO WHICH YOU ARE GRANTING A CONSENT HEREBY.
(THIS PAGE INTENTIONALLY LEFT BLANK)
The instructions accompanying this Letter of Transmittal and Consent should
be read carefully before this Letter of Transmittal and Consent is completed. If
you have any questions, have not received the Offer to Purchase and Consent
Statement, dated March 1, 1999 (which together with this Letter of Transmittal
and Consent constitute the "Offer") or other documents pertaining to the Offer
or need assistance in completing this Letter of Transmittal and Consent, please
contact Georgeson & Company, Inc., the Information Agent, at (800) 223-2064.
Banks and brokers call collect (212) 440-9800. Capitalized terms used but not
defined herein have the meaning assigned to such terms in the Offer to Purchase
and Consent Statement.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. IT IS NOT NECESSARY TO TENDER SHARES IN
ORDER TO CONSENT TO THE PROPOSAL. INCLUDED IN THIS LETTER OF TRANSMITTAL AND
CONSENT IS A FORM FOR GRANTING SUCH CONSENT.
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered pursuant to the Offer and the
Proposal is approved, the Company will make a special cash payment to such
Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date. Those
Preferred Shareholders who validly tender their Shares will be entitled only to
the purchase price per Share listed on the first page hereof and will not be
entitled to the Special Cash Payment.
Preferred Shareholders who wish to tender Shares but who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement. See
Instruction 2.
Note: Signatures must be provided herein. Please read the accompanying
instructions carefully.
Note: If you are voting on the Proposal but not tendering Shares, do not
send any share certificates with this Letter of Transmittal and Consent. This
Letter of Transmittal and Consent must be used to grant consent to the Proposal
even if no Shares are being tendered.
Note: The following actions will have the same effect as withholding consent
to the Proposal: (a) failing to execute, date and return a Letter of Transmittal
and Consent or (b) executing, dating and returning a Letter of Transmittal and
Consent marked "WITHHOLD CONSENT" or "ABSTAIN" as to the Proposal. If a returned
Letter of Transmittal and Consent is executed and dated but not marked with
respect to the Proposal, the undersigned will be deemed to have consented to the
Proposal.
ATTENTION DEPOSITORY TRUST COMPANY ("DTC") PARTICIPANTS:
This Letter of Transmittal and Consent may relate to only one delivery by
book-entry transfer and thus only one VOI Number may be supplied in the space
provided. Separate Letters of Transmittal and Consent must be used for each
delivery by book-entry transfer.
This Letter of Transmittal and Consent must be completed even if delivery of
tendered Shares is to be made by book-entry transfer to the Depositary's account
at DTC (the "Book-Entry Transfer Facility").
1
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above. See Instruction 4.
If any of your certificate(s) for Shares have been lost, stolen or
destroyed, please call the Depositary at (800) 777-3674. You may need to
complete an Affidavit of Loss with respect to the lost certificate(s) (which
will be provided by the Depositary) and payment of an indemnity bond premium fee
may be required.
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
IF YOU ARE NOT TENDERING, DO NOT SEND CERTIFICATES OR EFFECT A BOOK-ENTRY
TRANSFER.
2
ELIGIBLE INSTITUTIONS OR BROKERS MUST CHECK ONE BOX AND COMPLETE THE FOLLOWING, IF APPLICABLE:
NOTE: THIS LETTER OF TRANSMITTAL AND CONSENT MAY RELATE TO ONLY ONE DELIVERY BY BOOK ENTRY
TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED BELOW. SEPARATE LETTERS OF TRANSMITTAL AND
CONSENT MUST BE USED FOR EACH DELIVERY BY BOOK ENTRY TRANSFER.
/ / TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER.
Name of tendering institution
Account No. at DTC
VOI No. (only one)
/ / TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
CONSENT PREVIOUSLY SENT TO THE DEPOSITARY.
Name(s) of tendering shareholder(s)
Date of execution of Notice of Guaranteed Delivery and Consent
Name of institution that guaranteed delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of tendering institution
Account No. at DTC
VOI No. (only one)
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares listed above in the box designated "Description of Shares
tendered and/or with respect to which consents are granted" hereby acknowledges
receipt of the Offer to Purchase and Consent Statement, dated March 1, 1999, and
consents without a meeting, pursuant to the Company's Restated Certificate of
Incorporation, as amended, with respect to all of such Shares, to the adoption
of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF YOU EXECUTE AND DATE BUT DO NOT MARK THIS LETTER OF TRANSMITTAL AND
CONSENT WITH RESPECT TO THE PROPOSAL, YOU WILL BE DEEMED TO HAVE CONSENTED TO
THE PROPOSAL.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, and/or consents with respect
to, the Shares in the amount set forth in the box above designated "Description
of Shares tendered and/or with respect to which consents are granted" pursuant
to the Company's offer to purchase any and all of the outstanding Shares of the
series of serial preferred stock of the Company and/or the related consent
solicitation, as applicable, as to which this Letter of Transmittal and Consent
relates, upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Statement, dated March 1, 1999, receipt of which is hereby
acknowledged, and in this Letter of Transmittal and Consent.
If tendering Shares herewith, subject to, and effective upon, acceptance for
payment of and payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Shares
that are being tendered herewith and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for registration and
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all in accordance
with the terms of the Offer. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from the Company and
transmitting payment to tendering shareholders. The Depositary also will act as
agent for shareholders who do not tender Shares but consent to the Proposal for
the purpose of receiving Special Cash Payments from the Company and transmitting
such payments to such shareholders.
If tendering Shares herewith, the undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered herewith and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith and/or to grant the consent given hereby.
If granting consents hereby, the undersigned hereby represents and warrants
that the undersigned has full power and authority to consent to the Proposal
with respect to all Shares referred to above in the box designated "Description
of Shares tendered and/or with respect to which consents are granted."
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death, bankruptcy or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be binding
upon the heirs, legal representatives, successors, assigns, executors and
administrators of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with such Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the
4
Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase and Consent Statement, the Company may terminate or amend
the Offer or may not be required to purchase any of the Shares tendered hereby,
if any. In any such event, the undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the purchase price of any
Shares purchased or the Special Cash Payment, as applicable, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account of
the undersigned at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated in the box below under the heading "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased or the Special Cash Payment, as applicable, and/or any certificate for
Shares not tendered or not purchased (and accompanying documents, as
appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased or the Special Cash Payment, as applicable, and/or
return any Shares not tendered or not purchased in the name(s) of, and mail said
check and/or any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for purchase any of the Shares so
tendered.
COMPLETE THE FOLLOWING TWO BOXES ONLY IF APPLICABLE:
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be issued in the name of someone
other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(SOCIAL SECURITY OR EMPLOYER
IDENTIFICATION NUMBER)
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be mailed to someone other than
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
5
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
PLEASE COMPLETE IF APPLICABLE:
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address of Firm: _______________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1999
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW
OR A FORM W-8, AS APPLICABLE
LOST CERTIFICATES BOX
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION
11).
Number of Shares represented by lost, destroyed or stolen certificates: ________
6
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS AND/OR CONSENTS
As described in the Offer to Purchase and Consent Statement, dated March 1,
1999, the Company will pay, in the amounts and on the terms and conditions set
forth in the Offer to Purchase and Consent Statement, solicitation fees to
designated Soliciting Dealers (as defined in the Offer to Purchase and Consent
Statement).
The abovesigned represents that the Soliciting Dealer which solicited and
obtained this tender and/or consent is:
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker: _____________________________________________________
Telephone Number of Broker: ____________________________________________________
Address: _______________________________________________________________________
________________________________________
(INCLUDE ZIP CODE)
If Shares specified in this Letter of Transmittal and Consent are held by
the abovesigned as custodian, specify below each beneficial owner of such Shares
whose tender and/or consent you have solicited. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, attach a separate signed schedule using the same
format.
Name of Number of Shares if Number of Shares if
Beneficial Owner Less Than 2,500 2,500 or More
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
THE ACCEPTANCE OF COMPENSATION BY SUCH SOLICITING DEALER WILL CONSTITUTE A
REPRESENTATION BY IT THAT (A) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (B) IT IS ENTITLED
TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT; (C) IN SOLICITING A TENDER AND/OR
CONSENT, IT HAS USED NO SOLICITATION MATERIALS OTHER THAN THOSE FURNISHED BY THE
COMPANY; AND (D) IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP
IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD"), IT HAS
AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm:___________________________________________________________________________
(Please Print)
Attention:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Phone Number:___________________________________________________________________
Taxpayer Identification or Social Security No. _________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. In general, all signatures on this Letter of
Transmittal and Consent must be guaranteed by a firm that is a member of a
registered national securities exchange or the NASD, or by a commercial bank or
trust company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). However, signatures
on this Letter of Transmittal and Consent need not be guaranteed if (a) this
Letter of Transmittal and Consent is signed by the registered owner of the
Shares tendered herewith and such owner has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal and Consent, (b) such Shares are
tendered for the account of an Eligible Institution, or (c) this Letter of
Transmittal and Consent is being used solely for the purpose of granting a
consent with respect to Shares which are not being tendered pursuant to the
Offer. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DELIVERY OF
SHARES. This Letter of Transmittal and Consent is to be used if (a)
certificates are to be forwarded herewith, (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement and/or (c) consents are being granted hereby with respect
to the Proposal. To validly tender, certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and
Consent, and any other documents required by this Letter of Transmittal and
Consent, must be received by the Depositary at one of its addresses set forth on
the front page of this Letter of Transmittal and Consent on or prior to the
Expiration Date; provided, however, that Preferred Shareholders who wish to
tender their Shares but who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement. A separate Notice of Guaranteed Delivery and Consent form
has been provided in order to comply with the guaranteed delivery procedure. A
Preferred Shareholder whose Shares are held by a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer, commercial
bank, trust company or nominee if he or she desires to tender, or to consent to
the Proposal without tendering, Shares.
THE METHOD OF DELIVERY OF SHARES (IF TENDERING), OF THIS LETTER OF
TRANSMITTAL AND CONSENT AND OF ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT IS THE
TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A TENDER HAS
BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Prices" in the Offer to Purchase
and Consent Statement. By executing this Letter of Transmittal and Consent, the
tendering shareholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. CONSENTING. WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR
SHARES PURSUANT TO THE OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL. IT
IS NOT NECESSARY TO TENDER SHARES IN ORDER TO CONSENT TO THE PROPOSAL. By
executing a Notice of Guaranteed Delivery and Consent, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Consent and to have granted
8
consent to the Proposal in accordance with the consent contained therein. IF
THIS LETTER OF TRANSMITTAL AND CONSENT (OR A NOTICE OF GUARANTEED DELIVERY AND
CONSENT) IS EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO THE PROPOSAL, THE
SHAREHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL. The Offer is being
sent to all persons in whose names Shares are registered on the books of the
Company as of the close of business on February 19, 1999, as well as to all
persons in whose name Shares are registered on the books of the Company as of
the Record Date.
4. PARTIAL TENDER AND/OR CONSENT (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered or consents are being
granted with respect to fewer than all the Shares represented by any certificate
specified herein, fill in the number of Shares that are to be tendered and/or
with respect to which consents are being granted in the box above under the
heading "Description of Shares tendered and/or with respect to which consents
are granted." In the case of Shares tendered, a new certificate for the
remainder of the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal and Consent, unless otherwise
provided in the box above under the heading "Special Payment Instructions" or
"Special Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered and consents
will be deemed to have been granted in respect of such Shares, unless otherwise
indicated.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT AND/OR NOTICE OF
GUARANTEED DELIVERY AND CONSENT; STOCK POWERS AND ENDORSEMENTS. If either this
Letter of Transmittal and Consent or the Notice of Guaranteed Delivery and
Consent (together, the "Tender and Consent Documents") is signed by the
registered holder(s) of the Shares referred to herein, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are held of record by two or more
persons, all such persons must sign such Tender and Consent Document.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are registered in different names or
different certificates, it will be necessary to complete, sign and submit as
many separate applicable Tender and Consent Documents as there are different
registrations or certificates.
If either Tender and Consent Document is signed by the registered holder(s)
of the Shares referred to herein, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If Shares are tendered herewith and this Letter of Transmittal and Consent
is signed by a person other than the registered holder(s) of the Shares tendered
herewith, such Shares must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates or position listing for such Shares.
Signature(s) on any such certificate or stock powers must be guaranteed by an
Eligible Institution. See Instruction 1.
If either Tender and Consent Document or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such persons to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay all stock transfer taxes, if any, payable on account of the
acquisition of Shares by the Company pursuant to the
9
Offer. If, however, payment of the purchase price or the Special Cash Payment,
as applicable, is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered owner, or if
tendered Shares are registered in the name of any person other than the person
signing this Letter of Transmittal and Consent, the amount of any stock transfer
or other taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See "Terms of the Offer--Acceptance
of Shares for Payment and Payment of Purchase Price" in the Offer to Purchase
and Consent Statement. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, or the check for the
Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Consent or if such check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Consent
or to an address other than that shown in the box above under the heading
"Name(s) and Address(es) of Registered Holder(s)," then the "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal and Consent must be completed. Preferred Shareholders tendering
Shares by book-entry transfer will have any Shares not accepted for payment
returned by crediting the account maintained by such Preferred Shareholders at
the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9 AND FORM W-8. A tendering Preferred Shareholder and
a Preferred Shareholder granting consent to the Proposal (but not tendering) are
required to provide the Depositary with (i) in the case of a United States
Preferred Shareholder, a correct Taxpayer Identification Number ("Taxpayer
Identification Number" or "TIN") and a certification that the Internal Revenue
Service has not notified such shareholder that he or she is subject to backup
withholding on the Substitute Form W-9 contained herein, or (ii) in the case of
a foreign Preferred Shareholder, a properly completed Form W-8, as hereinafter
discussed under "Important Tax Information." Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the holder to a $50
penalty imposed by the Internal Revenue Service and to 31% federal income tax
backup withholding on the gross amount payable. The box in Part 2 of Substitute
Form W-9 may be checked if the holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of the gross amount otherwise payable
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer and consent materials should be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and addresses listed on the back cover of the Offer to
Purchase and Consent Statement. Preferred Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
10. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including the time of receipt) and acceptance for payment
of any tender of Shares and the form and validity (including time of receipt) of
consents and the eligibility for the Special Cash Payment will be determined by
the Company in its sole discretion, and its determination will be final and
binding. The Company reserves the absolute right to reject any and all tenders
and/or consents that it determines are not in proper form or the acceptance of
or payment for which may, in the opinion of the Company, be unlawful. The
Company also reserves the absolute right to waive any defect or irregularity in
any tender of Shares or consent. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor any other person will be under any duty to
give notice of any defect or irregularity in tenders or consents, nor shall any
of them incur any liability for failure to give any such notice.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificate(s)
for Shares have been lost, stolen or destroyed, please call the Depositary at
(800) 777-3674. You may need to complete an Affidavit of Loss with respect to
the lost certificate(s) (which will be provided by the Depositary) and payment
of an indemnity bond premium fee may be required. The tender of Shares pursuant
to this Letter of Transmittal and Consent will not be valid unless prior to the
Expiration Date: (a) such procedures have been completed and a replacement
certificate for the Shares has been delivered to the Depositary or (b) a Notice
of Guaranteed Delivery and Consent has been delivered to the Depositary. See
Instruction 2.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered Shares
are accepted for payment or who will receive a Special Cash Payment as a result
of granting consent to the Proposal is required to provide the Depositary (as
payer) with either such Preferred Shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Internal Revenue Service Form W-8 (a "Form
W-8"). If such Preferred Shareholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
federal employer identification number. If the Depositary is not provided with
the correct TIN or properly completed Form W-8, the Preferred Shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Code. In addition,
payments that are made to such Preferred Shareholder with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain Preferred Shareholders (including, among others, all corporations
and certain foreign individuals) are exempt from backup withholding. For a
corporate United States Preferred Shareholder to qualify for such exemption,
such Preferred Shareholder must provide the Depositary with a properly completed
and executed Substitute Form W-9 attesting to its exempt status. In order for a
foreign Preferred Shareholder to qualify as an exempt recipient, such Preferred
Shareholder must submit to the Depositary a properly completed Form W-8, signed
under penalties of perjury, attesting to that Preferred Shareholder's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the Preferred Shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on a Special Cash Payment(s) or payments made to
a Preferred Shareholder with respect to Shares purchased pursuant to the Offer,
the Preferred Shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on Substitute Form W-9 is correct and that (a) the Preferred
Shareholder has not been notified by the Internal Revenue Service that he or she
is subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue Service has
notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to withholding under other provisions of
the Code or the Special Cash Payment or on gross payments received pursuant to
the Offer. Foreign Preferred Shareholders that submit a properly completed Form
W-8 may nevertheless be subject to withholding under other provisions of the
Code on the payments received by them.
11
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Number OR Employer
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. Identification
INTERNAL REVENUE SERVICE Number
----------------------------------------------------------
Name (Please Print)
Part 2--
Address Awaiting TIN / /
City State
Zip Code
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT: (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not
been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the
near future), (2) I am not subject to backup withholding
PAYER'S REQUEST FOR either because I have not been notified by the Internal
TAXPAYER IDENTIFICATION
NUMBER AND Revenue Service that I am subject to backup withholding as
CERTIFICATION a result of a failure to report all interest or dividends
or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding and (3) all other
information provided on this form is true, correct and
complete.
SIGNATURE DATE , 1999
You must cross out item (2) above if you have been
notified by the Internal Revenue Service that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER OR CONSENT SOLICITATION. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX-
PAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CER-
TIFICATE 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 (1) 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 (2)
I intend to do so in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments made
to me will be withheld until I provide a number.
SIGNATURE __________________________________________ DATE ____________ , 1999
12
4.15% (1954) SERIES
LETTER OF TRANSMITTAL AND CONSENT
TO ACCOMPANY SHARES OF
4.15% CUMULATIVE PREFERRED STOCK (SERIES 1954),
PAR VALUE $100 PER SHARE (THE "SHARES")
CUSIP NUMBER 649840-50-1
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
TENDERED PURSUANT TO ITS OFFER TO PURCHASE FOR CASH
AT A PURCHASE PRICE OF $82.50 PER SHARE
AND/OR
TO GRANT CONSENTS WITH RESPECT TO SUCH SHARES
PURSUANT TO ITS CONSENT STATEMENT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization Department
Department Department
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) AND ADDRESS(ES) APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO VALIDLY TENDER
AND/OR CONSENT, YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL AND
CONSENT IN ALL THE APPROPRIATE SPACES PROVIDED HEREIN.
YOU MUST CHECK ONE BOX: / / I AM TENDERING AND CONSENTING
/ / I AM CONSENTING ONLY
/ / I AM TENDERING ONLY
If you are tendering some Shares you hold and only consenting with respect
to other Shares you hold, you must submit two separate Letters of Transmittal
and Consent, one with respect to the tendered Shares and one with respect to the
Shares for which you are only consenting.
Do not send any certificates or documents to Salomon Smith Barney, Georgeson
& Company, Inc., New York State Electric & Gas Corporation (the "Company") or
the Book-Entry Transfer Facility.
THIS LETTER OF TRANSMITTAL AND CONSENT IS ONLY FOR THE 4.15% (1954) SERIES.
BE SURE THAT THIS IS THE SERIES OF PREFERRED YOU ARE TENDERING HEREWITH OR WITH
RESPECT TO WHICH YOU ARE GRANTING A CONSENT HEREBY.
(THIS PAGE INTENTIONALLY LEFT BLANK)
The instructions accompanying this Letter of Transmittal and Consent should
be read carefully before this Letter of Transmittal and Consent is completed. If
you have any questions, have not received the Offer to Purchase and Consent
Statement, dated March 1, 1999 (which together with this Letter of Transmittal
and Consent constitute the "Offer") or other documents pertaining to the Offer
or need assistance in completing this Letter of Transmittal and Consent, please
contact Georgeson & Company, Inc., the Information Agent, at (800) 223-2064.
Banks and brokers call collect (212) 440-9800. Capitalized terms used but not
defined herein have the meaning assigned to such terms in the Offer to Purchase
and Consent Statement.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. IT IS NOT NECESSARY TO TENDER SHARES IN
ORDER TO CONSENT TO THE PROPOSAL. INCLUDED IN THIS LETTER OF TRANSMITTAL AND
CONSENT IS A FORM FOR GRANTING SUCH CONSENT.
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered pursuant to the Offer and the
Proposal is approved, the Company will make a special cash payment to such
Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date. Those
Preferred Shareholders who validly tender their Shares will be entitled only to
the purchase price per Share listed on the first page hereof and will not be
entitled to the Special Cash Payment.
Preferred Shareholders who wish to tender Shares but who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement. See
Instruction 2.
Note: Signatures must be provided herein. Please read the accompanying
instructions carefully.
Note: If you are voting on the Proposal but not tendering Shares, do not
send any share certificates with this Letter of Transmittal and Consent. This
Letter of Transmittal and Consent must be used to grant consent to the Proposal
even if no Shares are being tendered.
Note: The following actions will have the same effect as withholding consent
to the Proposal: (a) failing to execute, date and return a Letter of Transmittal
and Consent or (b) executing, dating and returning a Letter of Transmittal and
Consent marked "WITHHOLD CONSENT" or "ABSTAIN" as to the Proposal. If a returned
Letter of Transmittal and Consent is executed and dated but not marked with
respect to the Proposal, the undersigned will be deemed to have consented to the
Proposal.
ATTENTION DEPOSITORY TRUST COMPANY ("DTC") PARTICIPANTS:
This Letter of Transmittal and Consent may relate to only one delivery by
book-entry transfer and thus only one VOI Number may be supplied in the space
provided. Separate Letters of Transmittal and Consent must be used for each
delivery by book-entry transfer.
This Letter of Transmittal and Consent must be completed even if delivery of
tendered Shares is to be made by book-entry transfer to the Depositary's account
at DTC (the "Book-Entry Transfer Facility").
1
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above. See Instruction 4.
If any of your certificate(s) for Shares have been lost, stolen or
destroyed, please call the Depositary at (800) 777-3674. You may need to
complete an Affidavit of Loss with respect to the lost certificate(s) (which
will be provided by the Depositary) and payment of an indemnity bond premium fee
may be required.
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
IF YOU ARE NOT TENDERING, DO NOT SEND CERTIFICATES OR EFFECT A BOOK-ENTRY
TRANSFER.
2
ELIGIBLE INSTITUTIONS OR BROKERS MUST CHECK ONE BOX AND COMPLETE THE FOLLOWING, IF APPLICABLE:
NOTE: THIS LETTER OF TRANSMITTAL AND CONSENT MAY RELATE TO ONLY ONE DELIVERY BY BOOK ENTRY
TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED BELOW. SEPARATE LETTERS OF TRANSMITTAL AND
CONSENT MUST BE USED FOR EACH DELIVERY BY BOOK ENTRY TRANSFER.
/ / TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER.
Name of tendering institution
Account No. at DTC
VOI No. (only one)
/ / TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
CONSENT PREVIOUSLY SENT TO THE DEPOSITARY.
Name(s) of tendering shareholder(s)
Date of execution of Notice of Guaranteed Delivery and Consent
Name of institution that guaranteed delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of tendering institution
Account No. at DTC
VOI No. (only one)
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares listed above in the box designated "Description of Shares
tendered and/or with respect to which consents are granted" hereby acknowledges
receipt of the Offer to Purchase and Consent Statement, dated March 1, 1999, and
consents without a meeting, pursuant to the Company's Restated Certificate of
Incorporation, as amended, with respect to all of such Shares, to the adoption
of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF YOU EXECUTE AND DATE BUT DO NOT MARK THIS LETTER OF TRANSMITTAL AND
CONSENT WITH RESPECT TO THE PROPOSAL, YOU WILL BE DEEMED TO HAVE CONSENTED TO
THE PROPOSAL.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, and/or consents with respect
to, the Shares in the amount set forth in the box above designated "Description
of Shares tendered and/or with respect to which consents are granted" pursuant
to the Company's offer to purchase any and all of the outstanding Shares of the
series of serial preferred stock of the Company and/or the related consent
solicitation, as applicable, as to which this Letter of Transmittal and Consent
relates, upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Statement, dated March 1, 1999, receipt of which is hereby
acknowledged, and in this Letter of Transmittal and Consent.
If tendering Shares herewith, subject to, and effective upon, acceptance for
payment of and payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Shares
that are being tendered herewith and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for registration and
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all in accordance
with the terms of the Offer. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from the Company and
transmitting payment to tendering shareholders. The Depositary also will act as
agent for shareholders who do not tender Shares but consent to the Proposal for
the purpose of receiving Special Cash Payments from the Company and transmitting
such payments to such shareholders.
If tendering Shares herewith, the undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered herewith and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith and/or to grant the consent given hereby.
If granting consents hereby, the undersigned hereby represents and warrants
that the undersigned has full power and authority to consent to the Proposal
with respect to all Shares referred to above in the box designated "Description
of Shares tendered and/or with respect to which consents are granted."
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death, bankruptcy or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be binding
upon the heirs, legal representatives, successors, assigns, executors and
administrators of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with such Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the
4
Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase and Consent Statement, the Company may terminate or amend
the Offer or may not be required to purchase any of the Shares tendered hereby,
if any. In any such event, the undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the purchase price of any
Shares purchased or the Special Cash Payment, as applicable, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account of
the undersigned at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated in the box below under the heading "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased or the Special Cash Payment, as applicable, and/or any certificate for
Shares not tendered or not purchased (and accompanying documents, as
appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased or the Special Cash Payment, as applicable, and/or
return any Shares not tendered or not purchased in the name(s) of, and mail said
check and/or any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for purchase any of the Shares so
tendered.
COMPLETE THE FOLLOWING TWO BOXES ONLY IF APPLICABLE:
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be issued in the name of someone
other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(SOCIAL SECURITY OR
EMPLOYER IDENTIFICATION NUMBER)
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be mailed to someone other than
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
5
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
PLEASE COMPLETE IF APPLICABLE:
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address of Firm: _______________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1999
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW
OR A FORM W-8, AS APPLICABLE
LOST CERTIFICATES BOX
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION
11).
Number of Shares represented by lost, destroyed or stolen certificates: ________
6
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS AND/OR CONSENTS
As described in the Offer to Purchase and Consent Statement, dated March 1,
1999, the Company will pay, in the amounts and on the terms and conditions set
forth in the Offer to Purchase and Consent Statement, solicitation fees to
designated Soliciting Dealers (as defined in the Offer to Purchase and Consent
Statement).
The abovesigned represents that the Soliciting Dealer which solicited and
obtained this tender and/or consent is:
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker: _____________________________________________________
Telephone Number of Broker: ____________________________________________________
Address: _______________________________________________________________________
________________________________________
(INCLUDE ZIP CODE)
If Shares specified in this Letter of Transmittal and Consent are held by
the abovesigned as custodian, specify below each beneficial owner of such Shares
whose tender and/or consent, you have solicited. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, attach a separate signed schedule using the same
format.
Name of Number of Shares if Number of Shares if
Beneficial Owner Less Than 2,500 2,500 or More
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
THE ACCEPTANCE OF COMPENSATION BY SUCH SOLICITING DEALER WILL CONSTITUTE A
REPRESENTATION BY IT THAT (A) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (B) IT IS ENTITLED
TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT; (C) IN SOLICITING A TENDER AND/OR
CONSENT, IT HAS USED NO SOLICITATION MATERIALS OTHER THAN THOSE FURNISHED BY THE
COMPANY; AND (D) IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP
IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD"), IT HAS
AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm:___________________________________________________________________________
(Please Print)
Attention:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Phone Number:___________________________________________________________________
Taxpayer Identification or Social Security No. _________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. In general, all signatures on this Letter of
Transmittal and Consent must be guaranteed by a firm that is a member of a
registered national securities exchange or the NASD, or by a commercial bank or
trust company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). However, signatures
on this Letter of Transmittal and Consent need not be guaranteed if (a) this
Letter of Transmittal and Consent is signed by the registered owner of the
Shares tendered herewith and such owner has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal and Consent, (b) such Shares are
tendered for the account of an Eligible Institution, or (c) this Letter of
Transmittal and Consent is being used solely for the purpose of granting a
consent with respect to Shares which are not being tendered pursuant to the
Offer. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DELIVERY OF
SHARES. This Letter of Transmittal and Consent is to be used if (a)
certificates are to be forwarded herewith, (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement and/or (c) consents are being granted hereby with respect
to the Proposal. To validly tender, certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and
Consent, and any other documents required by this Letter of Transmittal and
Consent, must be received by the Depositary at one of its addresses set forth on
the front page of this Letter of Transmittal and Consent on or prior to the
Expiration Date; provided, however, that Preferred Shareholders who wish to
tender their Shares but who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement. A separate Notice of Guaranteed Delivery and Consent form
has been provided in order to comply with the guaranteed delivery procedure. A
Preferred Shareholder whose Shares are held by a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer, commercial
bank, trust company or nominee if he or she desires to tender, or to consent to
the Proposal without tendering, Shares.
THE METHOD OF DELIVERY OF SHARES (IF TENDERING), OF THIS LETTER OF
TRANSMITTAL AND CONSENT AND OF ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT IS THE
TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A TENDER HAS
BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Prices" in the Offer to Purchase
and Consent Statement. By executing this Letter of Transmittal and Consent, the
tendering shareholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. CONSENTING. WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR
SHARES PURSUANT TO THE OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL. IT
IS NOT NECESSARY TO TENDER SHARES IN ORDER TO CONSENT TO THE PROPOSAL. By
executing a Notice of Guaranteed Delivery and Consent, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Consent and to have granted
8
consent to the Proposal in accordance with the consent contained therein. IF
THIS LETTER OF TRANSMITTAL AND CONSENT (OR A NOTICE OF GUARANTEED DELIVERY AND
CONSENT) IS EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO THE PROPOSAL, THE
SHAREHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL. The Offer is being
sent to all persons in whose names Shares are registered on the books of the
Company as of the close of business on February 19, 1999, as well as to all
persons in whose name Shares are registered on the books of the Company as of
the Record Date.
4. PARTIAL TENDER AND/OR CONSENT (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered or consents are being
granted with respect to fewer than all the Shares represented by any certificate
specified herein, fill in the number of Shares that are to be tendered and/or
with respect to which consents are being granted in the box above under the
heading "Description of Shares tendered and/or with respect to which consents
are granted." In the case of Shares tendered, a new certificate for the
remainder of the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal and Consent, unless otherwise
provided in the box above under the heading "Special Payment Instructions" or
"Special Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered and consents
will be deemed to have been granted in respect of such Shares, unless otherwise
indicated.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT AND/OR NOTICE OF
GUARANTEED DELIVERY AND CONSENT; STOCK POWERS AND ENDORSEMENTS. If either this
Letter of Transmittal and Consent or the Notice of Guaranteed Delivery and
Consent (together, the "Tender and Consent Documents") is signed by the
registered holder(s) of the Shares referred to herein, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are held of record by two or more
persons, all such persons must sign such Tender and Consent Document.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are registered in different names or
different certificates, it will be necessary to complete, sign and submit as
many separate applicable Tender and Consent Documents as there are different
registrations or certificates.
If either Tender and Consent Document is signed by the registered holder(s)
of the Shares referred to herein, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If Shares are tendered herewith and this Letter of Transmittal and Consent
is signed by a person other than the registered holder(s) of the Shares tendered
herewith, such Shares must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates or position listing for such Shares.
Signature(s) on any such certificate or stock powers must be guaranteed by an
Eligible Institution. See Instruction 1.
If either Tender and Consent Document or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such persons to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay all stock transfer taxes, if any, payable on account of the
acquisition of Shares by the Company pursuant to the
9
Offer. If, however, payment of the purchase price or the Special Cash Payment,
as applicable, is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered owner, or if
tendered Shares are registered in the name of any person other than the person
signing this Letter of Transmittal and Consent, the amount of any stock transfer
or other taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See "Terms of the Offer--Acceptance
of Shares for Payment and Payment of Purchase Price" in the Offer to Purchase
and Consent Statement. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, or the check for the
Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Consent or if such check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Consent
or to an address other than that shown in the box above under the heading
"Name(s) and Address(es) of Registered Holder(s)," then the "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal and Consent must be completed. Preferred Shareholders tendering
Shares by book-entry transfer will have any Shares not accepted for payment
returned by crediting the account maintained by such Preferred Shareholders at
the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9 AND FORM W-8. A tendering Preferred Shareholder and
a Preferred Shareholder granting consent to the Proposal (but not tendering) are
required to provide the Depositary with (i) in the case of a United States
Preferred Shareholder, a correct Taxpayer Identification Number ("Taxpayer
Identification Number" or "TIN") and a certification that the Internal Revenue
Service has not notified such shareholder that he or she is subject to backup
withholding on the Substitute Form W-9 contained herein, or (ii) in the case of
a foreign Preferred Shareholder, a properly completed Form W-8, as hereinafter
discussed under "Important Tax Information." Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the holder to a $50
penalty imposed by the Internal Revenue Service and to 31% federal income tax
backup withholding on the gross amount payable. The box in Part 2 of Substitute
Form W-9 may be checked if the holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of the gross amount otherwise payable
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer and consent materials should be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and addresses listed on the back cover of the Offer to
Purchase and Consent Statement. Preferred Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
10. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including the time of receipt) and acceptance for payment
of any tender of Shares and the form and validity (including time of receipt) of
consents and the eligibility for the Special Cash Payment will be determined by
the Company in its sole discretion, and its determination will be final and
binding. The Company reserves the absolute right to reject any and all tenders
and/or consents that it determines are not in proper form or the acceptance of
or payment for which may, in the opinion of the Company, be unlawful. The
Company also reserves the absolute right to waive any defect or irregularity in
any tender of Shares or consent. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor any other person will be under any duty to
give notice of any defect or irregularity in tenders or consents, nor shall any
of them incur any liability for failure to give any such notice.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificate(s)
for Shares have been lost, stolen or destroyed, please call the Depositary at
(800) 777-3674. You may need to complete an Affidavit of Loss with respect to
the lost certificate(s) (which will be provided by the Depositary) and payment
of an indemnity bond premium fee may be required. The tender of Shares pursuant
to this Letter of Transmittal and Consent will not be valid unless prior to the
Expiration Date: (a) such procedures have been completed and a replacement
certificate for the Shares has been delivered to the Depositary or (b) a Notice
of Guaranteed Delivery and Consent has been delivered to the Depositary. See
Instruction 2.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered Shares
are accepted for payment or who will receive a Special Cash Payment as a result
of granting consent to the Proposal is required to provide the Depositary (as
payer) with either such Preferred Shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Internal Revenue Service Form W-8 (a "Form
W-8"). If such Preferred Shareholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
federal employer identification number. If the Depositary is not provided with
the correct TIN or properly completed Form W-8, the Preferred Shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Code. In addition,
payments that are made to such Preferred Shareholder with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain Preferred Shareholders (including, among others, all corporations
and certain foreign individuals) are exempt from backup withholding. For a
corporate United States Preferred Shareholder to qualify for such exemption,
such Preferred Shareholder must provide the Depositary with a properly completed
and executed Substitute Form W-9 attesting to its exempt status. In order for a
foreign Preferred Shareholder to qualify as an exempt recipient, such Preferred
Shareholder must submit to the Depositary a properly completed Form W-8, signed
under penalties of perjury, attesting to that Preferred Shareholder's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the Preferred Shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on a Special Cash Payment(s) or payments made to
a Preferred Shareholder with respect to Shares purchased pursuant to the Offer,
the Preferred Shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on Substitute Form W-9 is correct and that (a) the Preferred
Shareholder has not been notified by the Internal Revenue Service that he or she
is subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue Service has
notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to withholding under other provisions of
the Code or the Special Cash Payment or on gross payments received pursuant to
the Offer. Foreign Preferred Shareholders that submit a properly completed Form
W-8 may nevertheless be subject to withholding under other provisions of the
Code on the payments received by them.
11
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Number OR Employer
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. Identification
INTERNAL REVENUE SERVICE Number
----------------------------------------------------------
Name (Please Print)
Part 2--
Address Awaiting TIN / /
City State
Zip Code
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT: (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not
been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the
near future), (2) I am not subject to backup withholding
PAYER'S REQUEST FOR either because I have not been notified by the Internal
TAXPAYER IDENTIFICATION
NUMBER AND Revenue Service that I am subject to backup withholding as
CERTIFICATION a result of a failure to report all interest or dividends
or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding and (3) all other
information provided on this form is true, correct and
complete.
SIGNATURE DATE , 1999
You must cross out item (2) above if you have been
notified by the Internal Revenue Service that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER OR CONSENT SOLICITATION. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX-
PAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CER-
TIFICATE 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 (1) 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 (2)
I intend to do so in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments made
to me will be withheld until I provide a number.
SIGNATURE __________________________________________ DATE ____________ , 1999
12
4.15% SERIES
LETTER OF TRANSMITTAL AND CONSENT
TO ACCOMPANY SHARES OF
4.15% CUMULATIVE PREFERRED STOCK,
PAR VALUE $100 PER SHARE (THE "SHARES")
CUSIP NUMBER 649840-2*-5
OF
NEW YORK STATE ELECTRIC & GAS CORPORATION
TENDERED PURSUANT TO ITS OFFER TO PURCHASE FOR CASH
AT A PURCHASE PRICE OF $82.50 PER SHARE
AND/OR
TO GRANT CONSENTS WITH RESPECT TO SUCH SHARES
PURSUANT TO ITS CONSENT STATEMENT
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT COURIER:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road--Mail Drop-Reorg
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorganization Attn: Reorganization Attn: Reorganization Department
Department Department
- --------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) AND ADDRESS(ES) APPEAR(S) ON CERTIFICATE(S))
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
DELIVERY OF THIS LETTER OF TRANSMITTAL AND CONSENT TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. TO VALIDLY TENDER
AND/OR CONSENT, YOU MUST COMPLETE AND SIGN THIS LETTER OF TRANSMITTAL AND
CONSENT IN ALL THE APPROPRIATE SPACES PROVIDED HEREIN.
YOU MUST CHECK ONE BOX: / / I AM TENDERING AND CONSENTING
/ / I AM CONSENTING ONLY
/ / I AM TENDERING ONLY
If you are tendering some Shares you hold and only consenting with respect
to other Shares you hold, you must submit two separate Letters of Transmittal
and Consent, one with respect to the tendered Shares and one with respect to the
Shares for which you are only consenting.
Do not send any certificates or documents to Salomon Smith Barney, Georgeson
& Company, Inc., New York State Electric & Gas Corporation (the "Company") or
the Book-Entry Transfer Facility.
THIS LETTER OF TRANSMITTAL AND CONSENT IS ONLY FOR THE 4.15% SERIES. BE SURE
THAT THIS IS THE SERIES OF PREFERRED YOU ARE TENDERING HEREWITH OR WITH RESPECT
TO WHICH YOU ARE GRANTING A CONSENT HEREBY.
(THIS PAGE INTENTIONALLY LEFT BLANK)
The instructions accompanying this Letter of Transmittal and Consent should
be read carefully before this Letter of Transmittal and Consent is completed. If
you have any questions, have not received the Offer to Purchase and Consent
Statement, dated March 1, 1999 (which together with this Letter of Transmittal
and Consent constitute the "Offer") or other documents pertaining to the Offer
or need assistance in completing this Letter of Transmittal and Consent, please
contact Georgeson & Company, Inc., the Information Agent, at (800) 223-2064.
Banks and brokers call collect (212) 440-9800. Capitalized terms used but not
defined herein have the meaning assigned to such terms in the Offer to Purchase
and Consent Statement.
WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR SHARES PURSUANT TO THE
OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE OFFER IS CONDITIONED
UPON, AMONG OTHER THINGS, THE PROPOSAL BEING APPROVED BY THE REQUISITE VOTES OF
THE OUTSTANDING SERIAL PREFERRED STOCK. IT IS NOT NECESSARY TO TENDER SHARES IN
ORDER TO CONSENT TO THE PROPOSAL. INCLUDED IN THIS LETTER OF TRANSMITTAL AND
CONSENT IS A FORM FOR GRANTING SUCH CONSENT.
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered pursuant to the Offer and the
Proposal is approved, the Company will make a special cash payment to such
Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date. Those
Preferred Shareholders who validly tender their Shares will be entitled only to
the purchase price per Share listed on the first page hereof and will not be
entitled to the Special Cash Payment.
Preferred Shareholders who wish to tender Shares but who cannot deliver
their Shares and all other documents required hereby to the Depositary by the
Expiration Date must tender their Shares pursuant to the guaranteed delivery
procedure set forth under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement. See
Instruction 2.
Note: Signatures must be provided herein. Please read the accompanying
instructions carefully.
Note: If you are voting on the Proposal but not tendering Shares, do not
send any share certificates with this Letter of Transmittal and Consent. This
Letter of Transmittal and Consent must be used to grant consent to the Proposal
even if no Shares are being tendered.
Note: The following actions will have the same effect as withholding consent
to the Proposal: (a) failing to execute, date and return a Letter of Transmittal
and Consent or (b) executing, dating and returning a Letter of Transmittal and
Consent marked "WITHHOLD CONSENT" or "ABSTAIN" as to the Proposal. If a returned
Letter of Transmittal and Consent is executed and dated but not marked with
respect to the Proposal, the undersigned will be deemed to have consented to the
Proposal.
ATTENTION DEPOSITORY TRUST COMPANY ("DTC") PARTICIPANTS:
This Letter of Transmittal and Consent may relate to only one delivery by
book-entry transfer and thus only one VOI Number may be supplied in the space
provided. Separate Letters of Transmittal and Consent must be used for each
delivery by book-entry transfer.
This Letter of Transmittal and Consent must be completed even if delivery of
tendered Shares is to be made by book-entry transfer to the Depositary's account
at DTC (the "Book-Entry Transfer Facility").
1
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above. See Instruction 4.
If any of your certificate(s) for Shares have been lost, stolen or
destroyed, please call the Depositary at (800) 777-3674. You may need to
complete an Affidavit of Loss with respect to the lost certificate(s) (which
will be provided by the Depositary) and payment of an indemnity bond premium fee
may be required.
/ / CHECK HERE IF TENDERED SHARES ARE ENCLOSED HEREWITH.
IF YOU ARE NOT TENDERING, DO NOT SEND CERTIFICATES OR EFFECT A BOOK-ENTRY
TRANSFER.
2
ELIGIBLE INSTITUTIONS OR BROKERS MUST CHECK ONE BOX AND COMPLETE THE FOLLOWING, IF APPLICABLE:
NOTE: THIS LETTER OF TRANSMITTAL AND CONSENT MAY RELATE TO ONLY ONE DELIVERY BY BOOK ENTRY
TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED BELOW. SEPARATE LETTERS OF TRANSMITTAL AND
CONSENT MUST BE USED FOR EACH DELIVERY BY BOOK ENTRY TRANSFER.
/ / TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER.
Name of tendering institution
Account No. at DTC
VOI No. (only one)
/ / TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND
CONSENT PREVIOUSLY SENT TO THE DEPOSITARY.
Name(s) of tendering shareholder(s)
Date of execution of Notice of Guaranteed Delivery and Consent
Name of institution that guaranteed delivery
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of tendering institution
Account No. at DTC
VOI No. (only one)
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares listed above in the box designated "Description of Shares
tendered and/or with respect to which consents are granted" hereby acknowledges
receipt of the Offer to Purchase and Consent Statement, dated March 1, 1999, and
consents without a meeting, pursuant to the Company's Restated Certificate of
Incorporation, as amended, with respect to all of such Shares, to the adoption
of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF YOU EXECUTE AND DATE BUT DO NOT MARK THIS LETTER OF TRANSMITTAL AND
CONSENT WITH RESPECT TO THE PROPOSAL, YOU WILL BE DEEMED TO HAVE CONSENTED TO
THE PROPOSAL.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to the Company, and/or consents with respect
to, the Shares in the amount set forth in the box above designated "Description
of Shares tendered and/or with respect to which consents are granted" pursuant
to the Company's offer to purchase any and all of the outstanding Shares of the
series of serial preferred stock of the Company and/or the related consent
solicitation, as applicable, as to which this Letter of Transmittal and Consent
relates, upon the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Statement, dated March 1, 1999, receipt of which is hereby
acknowledged, and in this Letter of Transmittal and Consent.
If tendering Shares herewith, subject to, and effective upon, acceptance for
payment of and payment for the Shares tendered herewith in accordance with the
terms and subject to the conditions of the Offer (including, if the Offer is
extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby sells, assigns and transfers to, or upon the
order of, the Company all right, title and interest in and to all the Shares
that are being tendered herewith and hereby constitutes and appoints the
Depositary the true and lawful agent and attorney-in-fact of the undersigned
with respect to such Shares, with full power of substitution (such power of
attorney being an irrevocable power coupled with an interest), to (a) deliver
certificates for such Shares, or transfer ownership of such Shares on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case with all accompanying evidences of transfer and authenticity, to or
upon the order of the Company, (b) present such Shares for registration and
transfer on the books of the Company and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of such Shares, all in accordance
with the terms of the Offer. The Depositary will act as agent for tendering
shareholders for the purpose of receiving payment from the Company and
transmitting payment to tendering shareholders. The Depositary also will act as
agent for shareholders who do not tender Shares but consent to the Proposal for
the purpose of receiving Special Cash Payments from the Company and transmitting
such payments to such shareholders.
If tendering Shares herewith, the undersigned hereby represents and warrants
that the undersigned has full power and authority to tender, sell, assign and
transfer the Shares tendered herewith and that, when and to the extent the same
are accepted for payment by the Company, the Company will acquire good,
marketable and unencumbered title thereto, free and clear of all liens,
restrictions, charges, encumbrances, conditional sales agreements or other
obligations relating to the sale or transfer thereof, and the same will not be
subject to any adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Depositary or the Company to be
necessary or desirable to complete the sale, assignment and transfer of the
Shares tendered herewith and/or to grant the consent given hereby.
If granting consents hereby, the undersigned hereby represents and warrants
that the undersigned has full power and authority to consent to the Proposal
with respect to all Shares referred to above in the box designated "Description
of Shares tendered and/or with respect to which consents are granted."
All authority herein conferred or agreed to be conferred shall not be
affected by and shall survive the death, bankruptcy or incapacity of the
undersigned, and any obligations of the undersigned hereunder shall be binding
upon the heirs, legal representatives, successors, assigns, executors and
administrators of the undersigned. Except as stated in the Offer, this tender is
irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described under the heading "Terms of the Offer--Procedure for
Tendering Shares" in the Offer to Purchase and Consent Statement and in the
instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer, including the undersigned's representation and
warranty that (a) the undersigned has a net long position in the Shares being
tendered within the meaning of Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and (b) the tender of such Shares complies
with such Rule 14e-4. The Company's acceptance for payment of Shares tendered
pursuant to the
4
Offer will constitute a binding agreement between the undersigned and the
Company upon the terms and subject to the conditions of the Offer.
The undersigned recognizes that, under certain circumstances set forth in
the Offer to Purchase and Consent Statement, the Company may terminate or amend
the Offer or may not be required to purchase any of the Shares tendered hereby,
if any. In any such event, the undersigned understands that certificate(s) for
any Shares not tendered or not purchased will be returned to the undersigned.
Unless otherwise indicated in the box below under the heading "Special
Payment Instructions," please issue the check for the purchase price of any
Shares purchased or the Special Cash Payment, as applicable, and/or return any
Shares not tendered or not purchased, in the name(s) of the undersigned (and, in
the case of Shares tendered by book-entry transfer, by credit to the account of
the undersigned at the Book-Entry Transfer Facility). Similarly, unless
otherwise indicated in the box below under the heading "Special Delivery
Instructions," please mail the check for the purchase price of any Shares
purchased or the Special Cash Payment, as applicable, and/or any certificate for
Shares not tendered or not purchased (and accompanying documents, as
appropriate), to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Payment Instructions" and "Special
Delivery Instructions" are completed, please issue the check for the purchase
price of any Shares purchased or the Special Cash Payment, as applicable, and/or
return any Shares not tendered or not purchased in the name(s) of, and mail said
check and/or any certificates to, the person(s) so indicated. The undersigned
recognizes that the Company has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder(s)
thereof if the Company does not accept for purchase any of the Shares so
tendered.
COMPLETE THE FOLLOWING TWO BOXES ONLY IF APPLICABLE:
- -------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be issued in the name of someone
other than the undersigned.
Issue / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
____________________________________________________________________________
(SOCIAL SECURITY OR
EMPLOYER IDENTIFICATION NUMBER)
- -------------------------------------------
- -------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
purchased, the certificates for Shares not tendered or not purchased or the
check for the Special Cash Payment are to be mailed to someone other than
the undersigned at an address other than that shown below the undersigned's
signature(s).
Mail / / Check and/or
/ / Certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
___________________________________________________________________________
(INCLUDE ZIP CODE)
- -----------------------------------------------------
5
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5.
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
PLEASE COMPLETE IF APPLICABLE:
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
Name of Firm: __________________________________________________________________
Address of Firm: _______________________________________________________________
Area Code and Telephone No.: ___________________________________________________
Dated: ___________________________________________________________________, 1999
PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW
OR A FORM W-8, AS APPLICABLE
LOST CERTIFICATES BOX
/ / CHECK HERE IF ANY OF THE CERTIFICATES REPRESENTING SHARES THAT YOU OWN
AND WISH TO TENDER HAVE BEEN LOST, DESTROYED OR STOLEN. (SEE INSTRUCTION
11).
Number of Shares represented by lost, destroyed or stolen certificates: ________
6
COMPLETE ONLY IF APPLICABLE:
SOLICITED TENDERS AND/OR CONSENTS
As described in the Offer to Purchase and Consent Statement, dated March 1,
1999, the Company will pay, in the amounts and on the terms and conditions set
forth in the Offer to Purchase and Consent Statement, solicitation fees to
designated Soliciting Dealers (as defined in the Offer to Purchase and Consent
Statement).
The abovesigned represents that the Soliciting Dealer which solicited and
obtained this tender and/or consent is:
Name of Firm: __________________________________________________________________
(PLEASE PRINT)
Name of Individual Broker: _____________________________________________________
Telephone Number of Broker: ____________________________________________________
Address: _______________________________________________________________________
________________________________________
(INCLUDE ZIP CODE)
If Shares specified in this Letter of Transmittal and Consent are held by
the abovesigned as custodian, specify below each beneficial owner of such Shares
whose tender and/or consent you have solicited. Any questions as to what
constitutes beneficial ownership should be directed to the Depositary. If the
space below is inadequate, attach a separate signed schedule using the same
format.
Name of Number of Shares if Number of Shares if
Beneficial Owner Less Than 2,500 2,500 or More
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
- ---------------------------- ---------------------------- ----------------------------
THE ACCEPTANCE OF COMPENSATION BY SUCH SOLICITING DEALER WILL CONSTITUTE A
REPRESENTATION BY IT THAT (A) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (B) IT IS ENTITLED
TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND CONDITIONS OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT; (C) IN SOLICITING A TENDER AND/OR
CONSENT, IT HAS USED NO SOLICITATION MATERIALS OTHER THAN THOSE FURNISHED BY THE
COMPANY; AND (D) IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP
IN THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD"), IT HAS
AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING SOLICITATIONS.
SOLICITATION FEE PAYMENT INSTRUCTIONS
ISSUE CHECK TO:
Firm:___________________________________________________________________________
(Please Print)
Attention:______________________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Phone Number:___________________________________________________________________
Taxpayer Identification or Social Security No. _________________________________
7
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. In general, all signatures on this Letter of
Transmittal and Consent must be guaranteed by a firm that is a member of a
registered national securities exchange or the NASD, or by a commercial bank or
trust company having an office or correspondent in the United States that is a
participant in an approved Signature Guarantee Medallion Program (each of the
foregoing being referred to as an "Eligible Institution"). However, signatures
on this Letter of Transmittal and Consent need not be guaranteed if (a) this
Letter of Transmittal and Consent is signed by the registered owner of the
Shares tendered herewith and such owner has not completed the box entitled
"Special Payment Instructions" or the box entitled "Special Delivery
Instructions" on the Letter of Transmittal and Consent, (b) such Shares are
tendered for the account of an Eligible Institution, or (c) this Letter of
Transmittal and Consent is being used solely for the purpose of granting a
consent with respect to Shares which are not being tendered pursuant to the
Offer. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND CONSENT AND DELIVERY OF
SHARES. This Letter of Transmittal and Consent is to be used if (a)
certificates are to be forwarded herewith, (b) delivery of Shares is to be made
by book-entry transfer pursuant to the procedures set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement and/or (c) consents are being granted hereby with respect
to the Proposal. To validly tender, certificates for all physically delivered
Shares, or a confirmation of a book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility of all Shares delivered electronically, as
well as a properly completed and duly executed Letter of Transmittal and
Consent, and any other documents required by this Letter of Transmittal and
Consent, must be received by the Depositary at one of its addresses set forth on
the front page of this Letter of Transmittal and Consent on or prior to the
Expiration Date; provided, however, that Preferred Shareholders who wish to
tender their Shares but who cannot deliver their Shares and all other required
documents to the Depositary on or prior to the Expiration Date must tender their
Shares pursuant to the guaranteed delivery procedure set forth under the heading
"Terms of the Offer--Procedure for Tendering Shares" in the Offer to Purchase
and Consent Statement. A separate Notice of Guaranteed Delivery and Consent form
has been provided in order to comply with the guaranteed delivery procedure. A
Preferred Shareholder whose Shares are held by a broker, dealer, commercial
bank, trust company or nominee must contact such broker, dealer, commercial
bank, trust company or nominee if he or she desires to tender, or to consent to
the Proposal without tendering, Shares.
THE METHOD OF DELIVERY OF SHARES (IF TENDERING), OF THIS LETTER OF
TRANSMITTAL AND CONSENT AND OF ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND
RISK OF THE PREFERRED SHAREHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. BECAUSE IT IS THE
TIME OF RECEIPT, NOT THE TIME OF MAILING, WHICH DETERMINES WHETHER A TENDER HAS
BEEN MADE PRIOR TO THE EXPIRATION DATE, SUFFICIENT TIME SHOULD BE ALLOWED TO
ASSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted. See
"Terms of the Offer--Number of Shares; Purchase Prices" in the Offer to Purchase
and Consent Statement. By executing this Letter of Transmittal and Consent, the
tendering shareholder waives any right to receive any notice of the acceptance
for payment of the Shares.
3. CONSENTING. WHILE PREFERRED SHAREHOLDERS WHO WISH TO TENDER THEIR
SHARES PURSUANT TO THE OFFER NEED NOT GRANT THEIR CONSENT TO THE PROPOSAL, THE
OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE APPROVAL OF THE PROPOSAL. IT
IS NOT NECESSARY TO TENDER SHARES IN ORDER TO CONSENT TO THE PROPOSAL. By
executing a Notice of Guaranteed Delivery and Consent, a Preferred Shareholder
is deemed to have tendered the Shares described in such Notice of Guaranteed
Delivery and Consent and to have granted
8
consent to the Proposal in accordance with the consent contained therein. IF
THIS LETTER OF TRANSMITTAL AND CONSENT (OR A NOTICE OF GUARANTEED DELIVERY AND
CONSENT) IS EXECUTED AND DATED BUT NOT MARKED WITH RESPECT TO THE PROPOSAL, THE
SHAREHOLDER WILL BE DEEMED TO HAVE CONSENTED TO THE PROPOSAL. The Offer is being
sent to all persons in whose names Shares are registered on the books of the
Company as of the close of business on February 19, 1999, as well as to all
persons in whose name Shares are registered on the books of the Company as of
the Record Date.
4. PARTIAL TENDER AND/OR CONSENT (NOT APPLICABLE TO SHAREHOLDERS WHO TENDER
BY BOOK-ENTRY TRANSFER). If fewer than all the Shares represented by any
certificate delivered to the Depositary are to be tendered or consents are being
granted with respect to fewer than all the Shares represented by any certificate
specified herein, fill in the number of Shares that are to be tendered and/or
with respect to which consents are being granted in the box above under the
heading "Description of Shares tendered and/or with respect to which consents
are granted." In the case of Shares tendered, a new certificate for the
remainder of the Shares represented by the old certificate will be sent to the
person(s) signing this Letter of Transmittal and Consent, unless otherwise
provided in the box above under the heading "Special Payment Instructions" or
"Special Delivery Instructions," as promptly as practicable following the
expiration or termination of the Offer. All Shares represented by certificates
delivered to the Depositary will be deemed to have been tendered and consents
will be deemed to have been granted in respect of such Shares, unless otherwise
indicated.
5. SIGNATURES ON THIS LETTER OF TRANSMITTAL AND CONSENT AND/OR NOTICE OF
GUARANTEED DELIVERY AND CONSENT; STOCK POWERS AND ENDORSEMENTS. If either this
Letter of Transmittal and Consent or the Notice of Guaranteed Delivery and
Consent (together, the "Tender and Consent Documents") is signed by the
registered holder(s) of the Shares referred to herein, the signature(s) must
correspond with the name(s) as written on the face of the certificates without
alteration, enlargement or any change whatsoever.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are held of record by two or more
persons, all such persons must sign such Tender and Consent Document.
If any of the Shares tendered or with respect to which consents are granted
under either Tender and Consent Document are registered in different names or
different certificates, it will be necessary to complete, sign and submit as
many separate applicable Tender and Consent Documents as there are different
registrations or certificates.
If either Tender and Consent Document is signed by the registered holder(s)
of the Shares referred to herein, no endorsements of certificates or separate
stock powers are required unless payment of the purchase price is to be made to,
or Shares not tendered or not purchased are to be registered in the name of, any
person other than the registered holder(s). Signatures on any certificates or
stock powers must be guaranteed by an Eligible Institution. See Instruction 1.
If Shares are tendered herewith and this Letter of Transmittal and Consent
is signed by a person other than the registered holder(s) of the Shares tendered
herewith, such Shares must be endorsed or accompanied by appropriate stock
powers, in either case, signed exactly as the name(s) of the registered
holder(s) appear(s) on the certificates or position listing for such Shares.
Signature(s) on any such certificate or stock powers must be guaranteed by an
Eligible Institution. See Instruction 1.
If either Tender and Consent Document or any certificate or stock power is
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, such person should so indicate when signing, and proper evidence
satisfactory to the Company of the authority of such persons to act must be
submitted.
6. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6, the
Company will pay all stock transfer taxes, if any, payable on account of the
acquisition of Shares by the Company pursuant to the
9
Offer. If, however, payment of the purchase price or the Special Cash Payment,
as applicable, is to be made to, or Shares not tendered or not purchased are to
be registered in the name of, any person other than the registered owner, or if
tendered Shares are registered in the name of any person other than the person
signing this Letter of Transmittal and Consent, the amount of any stock transfer
or other taxes (whether imposed on the registered owner, such other person or
otherwise) payable on account of the transfer to such person will be deducted
from the purchase price unless satisfactory evidence of the payment of such
taxes, or exemption therefrom, is submitted. See "Terms of the Offer--Acceptance
of Shares for Payment and Payment of Purchase Price" in the Offer to Purchase
and Consent Statement. EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE
NECESSARY TO AFFIX TRANSFER TAX STAMPS TO THE CERTIFICATES REPRESENTING SHARES
TENDERED HEREBY.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If the check for the
purchase price of any Shares purchased is to be issued in the name of, any
Shares not tendered or not purchased are to be returned to, or the check for the
Special Cash Payment is to be issued in the name of, a person other than the
person(s) signing this Letter of Transmittal and Consent or if such check and/or
any certificate for Shares not tendered or not purchased are to be mailed to
someone other than the person(s) signing this Letter of Transmittal and Consent
or to an address other than that shown in the box above under the heading
"Name(s) and Address(es) of Registered Holder(s)," then the "Special Payment
Instructions" and/or "Special Delivery Instructions" on this Letter of
Transmittal and Consent must be completed. Preferred Shareholders tendering
Shares by book-entry transfer will have any Shares not accepted for payment
returned by crediting the account maintained by such Preferred Shareholders at
the Book-Entry Transfer Facility.
8. SUBSTITUTE FORM W-9 AND FORM W-8. A tendering Preferred Shareholder and
a Preferred Shareholder granting consent to the Proposal (but not tendering) are
required to provide the Depositary with (i) in the case of a United States
Preferred Shareholder, a correct Taxpayer Identification Number ("Taxpayer
Identification Number" or "TIN") and a certification that the Internal Revenue
Service has not notified such shareholder that he or she is subject to backup
withholding on the Substitute Form W-9 contained herein, or (ii) in the case of
a foreign Preferred Shareholder, a properly completed Form W-8, as hereinafter
discussed under "Important Tax Information." Failure to provide the information
on either Substitute Form W-9 or Form W-8 may subject the holder to a $50
penalty imposed by the Internal Revenue Service and to 31% federal income tax
backup withholding on the gross amount payable. The box in Part 2 of Substitute
Form W-9 may be checked if the holder has not been issued a TIN and has applied
for a number or intends to apply for a number in the near future. If the box in
Part 2 is checked and the Depositary is not provided with a TIN by the time of
payment, the Depositary will withhold 31% of the gross amount otherwise payable
thereafter until a TIN is provided to the Depositary.
9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Any questions or requests
for assistance or additional copies of the Offer and consent materials should be
directed to the Information Agent or the Dealer Manager at their respective
telephone numbers and addresses listed on the back cover of the Offer to
Purchase and Consent Statement. Preferred Shareholders may also contact their
broker, dealer, commercial bank or trust company for assistance concerning the
Offer.
10. IRREGULARITIES. All questions as to the form of documents and the
validity, eligibility (including the time of receipt) and acceptance for payment
of any tender of Shares and the form and validity (including time of receipt) of
consents and the eligibility for the Special Cash Payment will be determined by
the Company in its sole discretion, and its determination will be final and
binding. The Company reserves the absolute right to reject any and all tenders
and/or consents that it determines are not in proper form or the acceptance of
or payment for which may, in the opinion of the Company, be unlawful. The
Company also reserves the absolute right to waive any defect or irregularity in
any tender of Shares or consent. None of the Company, the Dealer Manager, the
Depositary, the Information Agent nor any other person will be under any duty to
give notice of any defect or irregularity in tenders or consents, nor shall any
of them incur any liability for failure to give any such notice.
10
11. LOST, DESTROYED OR STOLEN CERTIFICATES. If any of your certificate(s)
for Shares have been lost, stolen or destroyed, please call the Depositary at
(800) 777-3674. You may need to complete an Affidavit of Loss with respect to
the lost certificate(s) (which will be provided by the Depositary) and payment
of an indemnity bond premium fee may be required. The tender of Shares pursuant
to this Letter of Transmittal and Consent will not be valid unless prior to the
Expiration Date: (a) such procedures have been completed and a replacement
certificate for the Shares has been delivered to the Depositary or (b) a Notice
of Guaranteed Delivery and Consent has been delivered to the Depositary. See
Instruction 2.
IMPORTANT TAX INFORMATION
Under federal income tax law, a Preferred Shareholder whose tendered Shares
are accepted for payment or who will receive a Special Cash Payment as a result
of granting consent to the Proposal is required to provide the Depositary (as
payer) with either such Preferred Shareholder's correct TIN on Substitute Form
W-9 below or a properly completed Internal Revenue Service Form W-8 (a "Form
W-8"). If such Preferred Shareholder is an individual, the TIN is his or her
social security number. For businesses and other entities, the number is the
federal employer identification number. If the Depositary is not provided with
the correct TIN or properly completed Form W-8, the Preferred Shareholder may be
subject to a $50 penalty imposed by the Internal Revenue Code. In addition,
payments that are made to such Preferred Shareholder with respect to Shares
purchased pursuant to the Offer may be subject to 31% backup withholding.
Certain Preferred Shareholders (including, among others, all corporations
and certain foreign individuals) are exempt from backup withholding. For a
corporate United States Preferred Shareholder to qualify for such exemption,
such Preferred Shareholder must provide the Depositary with a properly completed
and executed Substitute Form W-9 attesting to its exempt status. In order for a
foreign Preferred Shareholder to qualify as an exempt recipient, such Preferred
Shareholder must submit to the Depositary a properly completed Form W-8, signed
under penalties of perjury, attesting to that Preferred Shareholder's exempt
status. A Form W-8 can be obtained from the Depositary. See the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If federal income tax backup withholding applies, the Depositary is required
to withhold 31% of any payments made to the Preferred Shareholder. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of the
tax withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9 AND FORM W-8
To avoid backup withholding on a Special Cash Payment(s) or payments made to
a Preferred Shareholder with respect to Shares purchased pursuant to the Offer,
the Preferred Shareholder is required to notify the Depositary of his or her
correct TIN by completing the Substitute Form W-9 below certifying that the TIN
provided on Substitute Form W-9 is correct and that (a) the Preferred
Shareholder has not been notified by the Internal Revenue Service that he or she
is subject to federal income tax backup withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue Service has
notified the Preferred Shareholder that he or she is no longer subject to
federal income tax backup withholding. Foreign Preferred Shareholders must
submit a properly completed Form W-8 in order to avoid the applicable backup
withholding; provided, however, that backup withholding will not apply to
foreign Preferred Shareholders subject to withholding under other provisions of
the Code or the Special Cash Payment or on gross payments received pursuant to
the Offer. Foreign Preferred Shareholders that submit a properly completed Form
W-8 may nevertheless be subject to withholding under other provisions of the
Code on the payments received by them.
11
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
- -----------------------------------------------------------------------------------------
SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN Social Security
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY Number OR Employer
DEPARTMENT OF THE TREASURY SIGNING AND DATING BELOW. Identification
INTERNAL REVENUE SERVICE Number
----------------------------------------------------------
Name (Please Print)
Part 2--
Address Awaiting TIN / /
City State
Zip Code
----------------------------------------------------------
Part 3--CERTIFICATION--UNDER PENALTIES OF PERJURY, I
CERTIFY THAT: (1) the number shown on this form is my
correct taxpayer identification number (or a TIN has not
been issued to me but I have mailed or delivered an
application to receive a TIN or intend to do so in the
near future), (2) I am not subject to backup withholding
PAYER'S REQUEST FOR either because I have not been notified by the Internal
TAXPAYER IDENTIFICATION
NUMBER AND Revenue Service that I am subject to backup withholding as
CERTIFICATION a result of a failure to report all interest or dividends
or the Internal Revenue Service has notified me that I am
no longer subject to backup withholding and (3) all other
information provided on this form is true, correct and
complete.
SIGNATURE DATE , 1999
You must cross out item (2) above if you have been
notified by the Internal Revenue Service that you are
currently subject to backup withholding because of
underreporting interest or dividends on your tax return.
----------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT
IN BACKUP WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU
PURSUANT TO THE OFFER OR CONSENT SOLICITATION. PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAX-
PAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CER-
TIFICATE 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 (1) 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 (2)
I intend to do so in the near future. I understand that if I do not provide a
taxpayer identification number by the time of payment, 31% of all payments made
to me will be withheld until I provide a number.
SIGNATURE __________________________________________ DATE ____________ , 1999
12
NOTICE OF GUARANTEED DELIVERY AND CONSENT
FOR
NEW YORK STATE ELECTRIC & GAS CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES
OF THE FOLLOWING SERIES OF ITS SERIAL PREFERRED STOCK,
PAR VALUE $100 PER SHARE (THE "SHARES")
AT THE PURCHASE PRICES LISTED ON THE FRONT COVER OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT, DATED MARCH 1, 1999
SERIES CUSIP NO.
- ----------- ------------
3.75% Cumulative Preferred Stock 649840-20-4
4 1/2% Cumulative Preferred Stock (Series 1949) 649840-70-9
4.40% Cumulative Preferred Stock 649840-40-2
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1
4.15% Cumulative Preferred Stock 649840-2*-5
------------------------
NEW YORK STATE ELECTRIC & GAS CORPORATION
CONSENT STATEMENT WITH RESPECT TO THE ABOVE-LISTED SERIES OF ITS
SERIAL PREFERRED STOCK
This form, or a form substantially equivalent to this form, must be used to
tender Shares pursuant to the Offer (as hereinafter defined) and/or grant
consents with respect to Shares pursuant to the related consent solicitation if
certificates for Shares of a series of serial preferred stock listed above (a
"Series of Preferred"), of New York State Electric & Gas Corporation (the
"Company"), to be tendered pursuant to the Offer are not immediately available,
if the procedure for book-entry transfer cannot be completed on a timely basis,
or if time will not permit the applicable Letter of Transmittal and Consent (and
any other required documents) to be delivered to the Depositary (listed below)
on or prior to the Expiration Date (as defined in the Offer to Purchase and
Consent Statement, dated March 1, 1999). This form may be sent by facsimile
transmission (only by an Eligible Institution (as defined in the Offer to
Purchase and Consent Statement) with the original delivered within two business
days), delivered by hand or mailed to the Depositary and must include an
endorsement by an Eligible Institution in the form set forth below. See "Terms
of the Offer--Procedure for Tendering Shares" in the Offer to Purchase and
Consent Statement.
A SEPARATE NOTICE OF GUARANTEED DELIVERY AND CONSENT MUST BE USED FOR EACH
SERIES OF PREFERRED.
THE ELIGIBLE INSTITUTION WHICH COMPLETES THIS FORM MUST DELIVER THE LETTER
OF TRANSMITTAL AND CONSENT (AND ANY OTHER REQUIRED DOCUMENTS) AND THE
CORRESPONDING SHARES (IF TENDERING) TO THE DEPOSITARY WITHIN THREE BUSINESS DAYS
OF DELIVERY OF THIS FORM.
TO: CHASEMELLON SHAREHOLDER SERVICES, L.L.C., DEPOSITARY
BY MAIL: BY HAND: BY OVERNIGHT DELIVERY:
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road-Mail
South Hackensack, NJ 07606 New York, NY 10271 Drop-Reorg
Attn: Reorganization Attn: Reorganization Ridgefield Park, NJ 07660
Department Department Attn: Reorganization
Department
BY FACSIMILE TRANSMISSION FOR ELIGIBLE
INSTITUTIONS ONLY: (201) 296-4293
CONFIRM BY TELEPHONE: (201) 296-4860
YOU MUST CHECK ONE BOX: / / I WILL BE TENDERING AND CONSENTING
/ / I WILL BE CONSENTING ONLY
/ / I WILL BE TENDERING ONLY
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS (OR FACSIMILE NUMBER) 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 a
Letter of Transmittal and Consent 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 such Letter of
Transmittal and Consent.
If tendering Shares, the undersigned hereby tenders to the Company, upon the
terms and subject to the conditions set forth in the Offer to Purchase and
Consent Statement, dated March 1, 1999, and the related Letter of Transmittal
and Consent (which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of Shares listed below, pursuant to the guaranteed
delivery procedure set forth in "Terms of the Offer--Procedure for Tendering
Shares" in the Offer to Purchase and Consent Statement.
CONSENT FORM
The undersigned, the holder of record as of March 5, 1999 (the "Record
Date") of the Shares indicated below hereby acknowledges receipt of the Offer to
Purchase and Consent Statement, dated March 1, 1999, and related Letter of
Transmittal and Consent and consents without a meeting, pursuant to the
Company's Restated Certificate of Incorporation, as amended, with respect to all
of such Shares, to the adoption of the following Proposal.
THE BOARD OF DIRECTORS URGES YOU TO CONSENT TO THE PROPOSAL.
THE PROPOSAL: Consent to the issuance by the Company of up to $1.2 billion
of unsecured indebtedness in excess of the Present Limitation as set forth in
the Offer to Purchase and Consent Statement, dated March 1, 1999.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
IF THIS NOTICE OF GUARANTEED DELIVERY AND CONSENT IS EXECUTED AND DATED BUT
NOT MARKED WITH RESPECT TO THE PROPOSAL, THE SHAREHOLDER WILL BE DEEMED TO HAVE
CONSENTED TO THE PROPOSAL.
2
SERIES OF PREFERRED (CHECK ONE):
SERIAL PREFERRED STOCK ($100 PAR VALUE)
[ ] 3.75% Cumulative Preferred Stock
[ ] 4 1/2% Cumulative Preferred Stock (Series 1949)
[ ] 4.40% Cumulative Preferred Stock
[ ] 4.15% Cumulative Preferred Stock (Series 1954)
[ ] 4.15% Cumulative Preferred Stock
A separate Notice of Guaranteed Delivery and Consent must be used for each
Series of Preferred.
PLEASE COMPLETE:
DESCRIPTION OF SHARES TENDERED AND/OR WITH RESPECT TO
WHICH CONSENTS ARE GRANTED
(ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
NUMBER OF SHARES
TOTAL NUMBER OF TENDERED AND/OR WITH
CERTIFICATE SHARES REPRESENTED BY RESPECT TO WHICH
NUMBER(S)* CERTIFICATE(S)* CONSENTS ARE GRANTED**
- ------------------------------------ ------------------------------------ ------------------------------------
TOTAL:
* Need not be completed by shareholders tendering by book-entry transfer.
** Unless otherwise indicated, it will be assumed that (i) all Shares
represented by any certificate to be delivered to the Depositary are being
tendered and (ii) consents are being granted with respect to all Shares
represented by any certificate specified above.
3
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: __________________________________________________________________, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Must be signed by holder(s) exactly as name(s) appear(s) (as of the Record Date,
if consenting) on certificate(s) for the Shares or on a security position
listing or by person(s) authorized to become holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation, agent or
other person acting in a fiduciary or representative capacity, please provide
the following information and see Instruction 5 of the Letter of Transmittal and
Consent.
Capacity (full title): _________________________________________________________
DTC Participant Number (if applicable): ________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company having an office or correspondent in the United States,
guarantees to deliver to the Depositary at one of its addresses set forth above
certificate(s) for any Shares tendered hereby, in proper form for transfer, or a
confirmation of the book-entry transfer of any Shares tendered hereby into the
Depositary's account at The Depository Trust Company, and/or a properly
completed and duly executed Letter(s) of Transmittal and Consent (or
facsimile(s) thereof), with any required signature guarantee(s) and any other
required documents, all within three business days after the date of delivery
hereof.
------------------------------------------- -------------------------------------------
Name of Firm Authorized Signature
------------------------------------------- -------------------------------------------
Address Name
------------------------------------------- -------------------------------------------
City, State, Zip Code Title
------------------------------------------- Date:, 1999
Area Code and Telephone Number
DO NOT SEND STOCK CERTIFICATES WITH THIS FORM. YOUR STOCK CERTIFICATES
MUST BE SENT WITH THE APPLICABLE LETTER OF TRANSMITTAL AND CONSENT.
4
SALOMON SMITH BARNEY INC.
THE DEALER MANAGER FOR
NEW YORK STATE ELECTRIC & GAS CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING
SERIES OF ITS SERIAL PREFERRED STOCK, PAR VALUE $100 PER SHARE,
AT THE PURCHASE PRICES LISTED ON THE FRONT COVER OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT, DATED MARCH 1, 1999
SERIES CUSIP NO.
- --------- -------------
3.75% Cumulative Preferred Stock 649840-20-4
4 1/2% Cumulative Preferred Stock (Series 1949) 649840-70-9
4.40% Cumulative Preferred Stock 649840-40-2
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1
4.15% Cumulative Preferred Stock 649840-2*-5
------------------------
NEW YORK STATE ELECTRIC & GAS CORPORATION
CONSENT STATEMENT WITH RESPECT TO THE ABOVE-LISTED
SERIES OF ITS SERIAL PREFERRED STOCK
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
MARCH 1, 1999
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
In our capacity as Dealer Manager, we are enclosing the materials listed
below relating to the invitation of New York State Electric & Gas Corporation
(the "Company"), a New York corporation, to the holders of each series of serial
preferred stock of the Company listed above (each a "Series of Preferred," and
the holder thereof, a "Preferred Shareholder") to tender any and all of their
shares (the "Shares") for purchase at the purchase price per Share listed on the
front cover of the Offer to Purchase and Consent Statement, dated March 1, 1999,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase and Consent Statement and in the applicable
Letter of Transmittal and Consent (which together constitute the "Offer"). The
Company will purchase any and all Shares validly tendered and not withdrawn,
upon the terms and subject to the conditions set forth in the Offer. In
conjunction with the Offer, the Company is soliciting consents from holders of
each Series of Preferred with respect to a proposal to permit the issuance by
the Company of additional unsecured indebtedness in excess of all other
unsecured indebtedness presently authorized, permitted or previously consented
to, as described in the Offer (the "Proposal").
If, but only if, a Preferred Shareholder validly consents to the Proposal
with respect to Shares but such Shares are not tendered pursuant to the Offer
and the Proposal is approved, the Company will make a special cash payment to
such Preferred Shareholder in an amount equal to $1.00 for each such Share (the
"Special Cash Payment"). Consents MUST be returned by the Expiration Date for
the applicable Series of Preferred. Those Preferred Shareholders who validly
tender their Shares will be entitled only to the applicable purchase price per
Share listed on the front cover of the Offer to Purchase and Consent Statement
and will not be entitled to the Special Cash Payment.
While Preferred Shareholders who wish to tender their Shares pursuant to the
Offer need not grant their consent to the Proposal, the Offer is conditioned
upon, among other things, the approval of the Proposal by holders of at least a
majority of the votes of shares of the Company's outstanding serial preferred
stock entitled to be cast (which includes each Series of Preferred and the
Company's 6.30% Serial Preferred Stock (Cumulative, $100 Par Value) which is not
subject to the Offer), considered together as one class. The Offer for any one
Series of Preferred is not conditioned upon any minimum number of
Shares of such Series of Preferred being tendered and is independent of the
Offer for any other Series of Preferred. It is not necessary to tender Shares in
order to consent to the Proposal.
All tenders of Shares via the Automated Tender Offer Program of The
Depository Trust Company ("DTC") must be accompanied by a properly completed and
duly executed Letter of Transmittal and Consent (together with any other
required documents) which must be received by the Depositary on or prior to the
Expiration Date.
We are asking you to contact your clients for whom you hold Shares. Please
bring the Offer and the consent solicitation to their attention as promptly as
possible.
For your information and for forwarding to your clients, we are enclosing
the following documents:
1. The Offer to Purchase and Consent Statement, dated March 1, 1999.
2. A separate Letter of Transmittal and Consent for each Series of
Preferred.
3. A letter to Preferred Shareholders from the Company.
4. A Notice of Guaranteed Delivery and Consent.
5. A form of letter which may be sent to your clients for obtaining such
clients' instructions with regard to the Offer and the consent solicitation.
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
THE SAME LETTER OF TRANSMITTAL AND CONSENT MAY NOT BE USED TO TENDER SHARES
AND TO GRANT CONSENT WITH RESPECT TO OTHER SHARES WHICH ARE NOT BEING TENDERED.
A PREFERRED SHAREHOLDER TENDERING A PORTION OF HIS OR HER SHARES AND GRANTING A
CONSENT WITH RESPECT TO OTHER SHARES WITHOUT TENDERING SUCH SHARES MUST SUBMIT
TWO SEPARATE LETTERS OF TRANSMITTAL AND CONSENT, ONE WITH RESPECT TO THE
TENDERED SHARES AND ONE WITH RESPECT TO THE SHARES FOR WHICH A CONSENT IS
GRANTED BUT WHICH ARE NOT TENDERED.
A LETTER OF TRANSMITTAL AND CONSENT MAY RELATE ONLY TO ONE DELIVERY BY
BOOK-ENTRY TRANSFER, AND THUS ONLY ONE VOI NUMBER MAY BE SUPPLIED ON A LETTER OF
TRANSMITTAL AND CONSENT. SEPARATE LETTERS OF TRANSMITTAL AND CONSENT MUST BE
USED FOR EACH DELIVERY BY BOOK-ENTRY TRANSFER.
CUSIP NUMBERS
You must check your records carefully to be sure you identify all beneficial
owners on whose behalf you hold Shares of the three Series of Preferred listed
below. These three Series of Preferred were sold at issuance as "private
placements" and were assigned Private Placement Numbers. Subsequently, two of
these three Series of Preferred were assigned CUSIP numbers. Finally, many of
the Shares of these three Series of Preferred are held outside of DTC and may be
shown in your records under a "dummy" CUSIP. Again, please check your records
carefully.
SERIES CUSIP NUMBER PRIVATE PLACEMENT NUMBER
- ------------------------------------------------------------------- ------------------ ------------------------
4.40% Cumulative Preferred Stock 649840-40-2 649840-4*-3
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1 649840-3*-4
4.15% Cumulative Preferred Stock (none) 649840-2*-5
EACH SERIES OF PREFERRED HAS ITS OWN LETTER OF TRANSMITTAL AND CONSENT, AND
ONLY THE APPLICABLE LETTER OF TRANSMITTAL AND CONSENT FOR A PARTICULAR SERIES
MAY BE USED FOR SUCH SERIES OF PREFERRED.
2
SOLICITATION FEES
The Company will pay a solicitation fee to Soliciting Dealers (as defined)
of an amount equal to $1.50 per Share for Shares that are tendered, accepted for
payment and paid for pursuant to the Offer (except for transactions for
beneficial owners whose ownership equals or exceeds 2,500 Shares, in which case
the Company will pay a solicitation fee equal to $1.00 per Share). If the
Proposal is approved, the Company will pay a solicitation fee to Soliciting
Dealers of $.50 per Share for Shares that are not tendered pursuant to the Offer
but in respect of which a consent to the Proposal is validly granted. With
respect to fees payable pursuant to this paragraph involving transactions for
beneficial owners whose ownership is less than 2,500 Shares, any fees payable
pursuant to this paragraph shall be paid in full to the Dealer Manager unless a
Soliciting Dealer is designated (as herein described), in which case such fees
shall be payable in full to such designated Soliciting Dealer (which designated
Soliciting Dealer may be the Dealer Manager). With respect to fees payable
pursuant to this paragraph involving transactions for beneficial owners whose
ownership equals or exceeds 2,500 Shares, any fees payable pursuant to this
paragraph shall be paid in full to the Dealer Manager unless a Soliciting Dealer
is designated, in which case 80% of such fee shall be paid to the Dealer Manager
and 20% of such fee shall be paid to the designated Soliciting Dealer (which
designated Soliciting Dealer may be the Dealer Manager).
A designated Soliciting Dealer shall be named under the heading "Solicited
Tenders and/or Consents" in the applicable Letter of Transmittal and Consent and
shall have obtained the tender and/or consent, and shall also be (a) a broker or
dealer in securities, including the Dealer Manager in its capacity as a dealer
or broker, which is a member of any national securities exchange or of the
National Association of Securities Dealers, Inc. (the "NASD"), (b) a foreign
broker or dealer not eligible for membership in the NASD which agrees to conform
to the NASD's Rules of Fair Practice in soliciting tenders outside the United
States to the same extent as though it were an NASD member, or (c) a bank or
trust company (each of which is referred to herein as a "Soliciting Dealer").
No such solicitation fee shall be payable to a Soliciting Dealer with
respect to the tender and/or consent of Shares by a holder unless the applicable
Letter of Transmittal and Consent accompanying such tender and/or consent
designates such Soliciting Dealer. No such fee shall be paid to a Soliciting
Dealer with respect to Shares tendered or Shares for which a consent has been
granted for such Soliciting Dealer's own account. If tendered Shares or Shares
for which a consent has been granted are registered in the name of such
Soliciting Dealer, no such fee shall be payable unless such Shares are held by
such Soliciting Dealer as nominee and such Shares are being tendered and/or a
consent is being granted for the benefit of one or more beneficial owners
identified on the applicable Letter of Transmittal and Consent. Preferred
Shareholders should complete the "Solicited Tenders and/or Consents" box in the
accompanying Letter of Transmittal and Consent to designate a Soliciting Dealer.
No such fee shall be payable to a Soliciting Dealer if such Soliciting Dealer is
required for any reason to transfer the amount of such fee to a beneficial
owner. No broker, dealer, bank, trust company or fiduciary shall be deemed to be
the agent of the Company, the Depositary, the Information Agent or the Dealer
Manager for purposes of the Offer and consent solicitation.
Soliciting Dealers will include any of the organizations described in
clauses (a), (b) and (c) above even when the activities of such organization in
connection with the Offer and consent solicitation consist solely of forwarding
to clients materials relating to the Offer and consent solicitation, including
the applicable Letter of Transmittal and Consent, and tendering Shares or
granting consents as directed by beneficial owners thereof. No Soliciting Dealer
is required to make any recommendation to holders of Shares as to whether to
tender or refrain from tendering in the Offer or whether to grant or refrain
from granting a consent. No assumption is made, in making payment to any
Soliciting Dealer, that its activities in connection with the Offer included any
activities other than those described in this paragraph. For all purposes noted
in all materials relating to the Offer and consent solicitation, the term
"solicit" shall be deemed to mean no more than "processing shares tendered or
consents" or "forwarding to customers materials regarding the Offer and consent
solicitation."
3
BY ACCEPTING ANY SOLICITATION FEE, A PERSON SHALL BE DEEMED TO HAVE
REPRESENTED THAT: (I) IT HAS COMPLIED WITH THE APPLICABLE REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE APPLICABLE RULES AND
REGULATIONS THEREUNDER, IN CONNECTION WITH SUCH SOLICITATION; (II) IT IS
ENTITLED TO SUCH COMPENSATION FOR SUCH SOLICITATION UNDER THE TERMS AND
CONDITIONS OF THE OFFER; (III) IN SOLICITING TENDERS AND/OR CONSENTS, IT HAS
USED NO SOLICITING MATERIALS OTHER THAN THOSE FURNISHED BY THE COMPANY; AND (IV)
IF IT IS A FOREIGN BROKER OR DEALER NOT ELIGIBLE FOR MEMBERSHIP IN THE NASD, IT
HAS AGREED TO CONFORM TO THE NASD'S RULES OF FAIR PRACTICE IN MAKING
SOLICITATIONS.
IN ORDER FOR A SOLICITING DEALER TO RECEIVE A SOLICITATION FEE, SUCH
SOLICITING DEALER MUST BE DESIGNATED AS SUCH ON THE APPLICABLE LETTER OF
TRANSMITTAL AND CONSENT.
All questions as to the validity, form and eligibility (including time of
receipt) of any designation of a Soliciting Dealer will be determined by the
Company, in its sole discretion, which determination will be final and binding.
Neither the Company nor any other person will be under any duty to give
notification of any defects or irregularities in any designation of a Soliciting
Dealer or incur any liability for failure to give such notification.
The Company will, upon request, reimburse you for reasonable and customary
handling and mailing expenses incurred by you in forwarding materials relating
to the Offer to your customers. The Company will pay all stock transfer taxes
applicable to its purchase of Shares pursuant to the Offer, subject to
Instruction 6 of the applicable Letter of Transmittal and Consent.
Very truly yours,
Salomon Smith Barney Inc.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY PERSON AS THE AGENT OF THE COMPANY, THE DEALER MANAGER, THE INFORMATION
AGENT OR THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY
DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE
OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED
THEREIN.
4
NEW YORK STATE ELECTRIC & GAS CORPORATION
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF THE FOLLOWING
SERIES OF ITS SERIAL PREFERRED STOCK, PAR VALUE $100 PER SHARE,
AT THE PURCHASE PRICES LISTED ON THE FRONT COVER OF THE
OFFER TO PURCHASE AND CONSENT STATEMENT, DATED MARCH 1, 1999
SERIES CUSIP NO.
- --------- -------------
3.75% Cumulative Preferred Stock 649840-20-4
4 1/2% Cumulative Preferred Stock (Series 1949) 649840-70-9
4.40% Cumulative Preferred Stock 649840-40-2
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1
4.15% Cumulative Preferred Stock 649840-2*-5
------------------------
NEW YORK STATE ELECTRIC & GAS CORPORATION
CONSENT STATEMENT WITH RESPECT TO THE ABOVE-LISTED
SERIES OF ITS SERIAL PREFERRED STOCK
- --------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED
(THE "EXPIRATION DATE").
- --------------------------------------------------------------------------------
March 1, 1999
To Our Clients:
Enclosed for your consideration are the Offer to Purchase and Consent
Statement, dated March 1, 1999, and a separate Letter of Transmittal and Consent
for each series of serial preferred stock listed above (each a "Series of
Preferred," and the holder thereof, a "Preferred Shareholder") of New York State
Electric & Gas Corporation (the "Company"), a New York corporation, of which you
own shares. The Company invites the holders of shares (the "Shares") of the
Series of Preferred listed above to tender any and all of their Shares for
purchase at the purchase price per Share listed on the front cover of the Offer
to Purchase and Consent Statement, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Statement and in the applicable Letter of Transmittal and Consent (which
together constitute the "Offer"). The Company will purchase any and all Shares
validly tendered and not withdrawn, upon the terms and subject to the conditions
set forth in the Offer. In conjunction with the Offer, the Company is soliciting
consents from holders of each Series of Preferred with respect to a proposal to
permit the issuance by the Company of additional unsecured indebtedness in
excess of all other unsecured indebtedness presently authorized, permitted or
previously consented to, as described in the Offer (the "Proposal").
If, but only if, a Preferred Shareholder consents to the Proposal with
respect to Shares but such Shares are not tendered and the Proposal is approved,
the Company will make a special cash payment to such Preferred Shareholder in an
amount equal to $1.00 for each such Share (the "Special Cash Payment"). Consents
MUST be returned by the Expiration Date for the applicable Series of Preferred.
Those Preferred Shareholders who validly tender their Shares will be entitled
only to the applicable purchase price per Share listed on the front cover of the
Offer to Purchase and Consent Statement and will not be entitled to the Special
Cash Payment.
While Preferred Shareholders who wish to tender their Shares pursuant to the
Offer need not grant their consent to the Proposal, the Offer is conditioned
upon, among other things, the approval of the Proposal by holders of at least a
majority of the votes of shares of the Company's outstanding serial preferred
stock entitled to be cast (which includes each Series of Preferred and the
Company's 6.30% Serial Preferred Stock (Cumulative, $100 Par Value) which is not
subject to the Offer), considered together as one class. The Offer for any one
Series of Preferred is not conditioned upon any minimum number of Shares of such
Series of Preferred being tendered and is independent of the Offer for any other
Series of Preferred.
WE ARE THE HOLDER OF RECORD OF SHARES HELD FOR YOUR ACCOUNT BUT NOT
REGISTERED IN YOUR NAME. A TENDER OF SUCH SHARES OR CONSENT TO THE PROPOSAL WITH
RESPECT TO SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS. ANY LETTER OF TRANSMITTAL AND CONSENT FURNISHED
TO YOU IS SOLELY FOR YOUR INFORMATION AND CANNOT BE USED BY YOU TO TENDER OR
GRANT CONSENT WITH RESPECT TO SHARES HELD BY US FOR YOUR ACCOUNT. IF YOU DO NOT
PROVIDE INSTRUCTIONS, WE WILL NOT TENDER, OR CONSENT WITH RESPECT TO, SUCH
SHARES.
We request instructions as to whether you wish us to tender and/or grant
consent to the Proposal with respect to any or all of the Shares held by us for
your account, upon the terms and subject to the conditions set forth in the
Offer.
PLEASE READ THE FOLLOWING INFORMATION CAREFULLY:
(1) The Offer is conditioned upon, among other things, approval of the
Proposal, as described in the Offer to Purchase and Consent Statement. The Offer
for any one Series of Preferred is not conditioned upon a minimum number of
Shares of such Series of Preferred being tendered and is independent of the
Offer for any other Series of Preferred.
(2) The Offer and withdrawal rights will expire at 12:00 midnight, New York
City time, on March 26, 1999, unless the Offer is extended with respect to a
Series of Preferred. Your instructions should be forwarded to us in ample time
to permit us to submit a tender and/or consent on your behalf by the Expiration
Date. If you would like to withdraw your Shares that we have tendered or
withdraw a consent that was given, you can withdraw them so long as the Offer
remains open, and if such tendered Shares have not been accepted for payment and
with respect to consents, until the Proposal has become effective.
(3) Preferred Shareholders who wish to tender their Shares pursuant to the
Offer need not grant their consent to the Proposal; nor is it necessary to
tender Shares in order to consent to the Proposal.
(4) Only Preferred Shareholders who are the holders of record of Shares as
of March 5, 1999 (the "Record Date") have the right to grant their consent to
the Proposal. If, but only if, a Preferred Shareholder consents to the Proposal
with respect to Shares but such Shares are not tendered and the Proposal is
approved, as described in the Offer to Purchase and Consent Statement, the
Company will make the Special Cash Payment to such Preferred Shareholder in an
amount equal to $1.00 for each such Share.
(5) The Company will pay all stock transfer taxes applicable to its
purchase of Shares pursuant to the Offer, subject to Instruction 6 of the Letter
of Transmittal and Consent.
NONE OF THE COMPANY, ITS BOARD OF DIRECTORS NOR ANY OF ITS OFFICERS MAKES
ANY RECOMMENDATION TO ANY PREFERRED SHAREHOLDER AS TO WHETHER TO TENDER SHARES.
EACH PREFERRED SHAREHOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO
TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER.
If you wish to have us tender and/or grant a consent with respect to any or
all of your Shares held by us for your account upon the terms and subject to the
conditions set forth in the Offer, please so instruct us by completing,
executing and returning to us the instruction form contained herein. An envelope
to return your instructions to us is enclosed. If you authorize tender of your
Shares, all such Shares will be tendered unless otherwise specified on the
instruction form contained herein. If you authorize consent to the Proposal with
respect to your Shares, consent to the Proposal will be granted with respect to
all such Shares unless otherwise specified on the instruction form contained
herein. Your instructions should be forwarded to us in ample time to permit us
to submit a tender and/or grant a consent to the Proposal on your behalf by the
Expiration Date.
2
The Offer is not being made to, nor will the Company accept tenders from,
owners of Shares in any jurisdiction in which the Offer or its acceptance would
not be in compliance with the laws of such jurisdiction. The Company is not
aware of any jurisdiction where the making of the Offer or the tender of Shares
would not be in compliance with applicable law. If the Company becomes aware of
any jurisdiction where the making of the Offer or if the tender of Shares is not
in compliance with any applicable law, the Company will make a good faith effort
to comply with such law. If, after such good faith effort, the Company cannot
comply with such law, the Offer will not be made to (nor will tenders be
accepted from or on behalf of) the owners of Shares residing in such
jurisdiction. In any jurisdiction in which the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer, the Offer will
be deemed to be made on the Company's behalf by one or more registered brokers
or dealers licensed under the laws of such jurisdiction.
3
INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF A SERIES OF PREFERRED
OF, AND CONSENT SOLICITATION BY,
NEW YORK STATE ELECTRIC & GAS CORPORATION
The undersigned acknowledge(s) receipt of your letter and the Offer to
Purchase and Consent Statement, dated March 1, 1999, and a separate Letter of
Transmittal and Consent for each Series of Preferred of the Company in which the
undersigned owns Shares, in connection with the invitation of the Company to the
holders of each Series of Preferred to tender any and all of their Shares of a
Series of Preferred for purchase at the purchase price per Share listed on the
front cover of the Offer to Purchase and Consent Statement, net to the seller in
cash, upon the terms and subject to the conditions of the Offer, and in
connection with the consent solicitation being conducted by the Board of
Directors of the Company.
TENDER
This will instruct you to tender to the Company the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are held
by you for the account of the undersigned, upon the terms and subject to the
conditions of the Offer.
SERIES OF PREFERRED NUMBER OF SHARES TO BE TENDERED*
CONSENT
IF YOU TENDER SHARES YOU NEED NOT LIST SHARES BELOW. ONLY LIST SHARES BELOW
IF YOU ARE NOT TENDERING SUCH SHARES AND ARE ONLY GRANTING A CONSENT WITH
RESPECT TO SUCH SHARES. IN ANY CASE, YOU MUST CHECK THE APPROPRIATE BOX BELOW.
You are instructed to grant consent, withhold consent or abstain with
respect to all Shares as indicated below in respect of the Proposal and with
respect to which Shares the undersigned is entitled to grant consent.
/ / CONSENT / / WITHHOLD CONSENT / / ABSTAIN
INDICATE YOUR VOTE BY AN (X).
NUMBER OF SHARES WITH RESPECT TO
SERIES OF PREFERRED WHICH CONSENT IS GRANTED**
SIGNATURE(S)
X ______________________________________________________________________________
X ______________________________________________________________________________
Dated: ______, 1999.
Name(s): _______________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (full title): _________________________________________________________
Address: _______________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
DAYTIME Area Code and Telephone No.: ___________________________________________
Social Security or Taxpayer Identification No.: ________________________________
- ------------------------------
* By executing and returning these Instructions, unless otherwise indicated,
it will be assumed that all Shares held by us for your account are to be
tendered.
** By executing and returning these Instructions, unless otherwise indicated,
it will be assumed that consent to the Proposal is to be granted in respect
of all Shares held by us for your account.
4
[LOGO]
March 1, 1999
Dear Shareholder:
Enclosed is important information relating to the following two items:
(i) an offer by New York State Electric & Gas Corporation (the "Company") to
purchase all of the outstanding shares of certain series of its serial
preferred stock; and
(ii) a companion proposal of the Company to increase the amount of unsecured
indebtedness the Company may issue.
We would greatly appreciate your giving prompt attention to the enclosed
material which you are urged to read in its entirety.
The Company is offering to purchase all of the outstanding shares of the
series of its serial preferred stock listed on the front cover page of the
enclosed Offer to Purchase and Consent Statement. NONE OF THE COMPANY, ITS BOARD
OF DIRECTORS, NOR ANY OF ITS OFFICERS MAKES ANY RECOMMENDATION TO ANY
SHAREHOLDER AS TO WHETHER TO TENDER SHARES. EACH SHAREHOLDER MUST MAKE HIS OR
HER OWN DECISION AS TO WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO
TENDER.
The Company's Restated Certificate of Incorporation, as amended, currently
restricts the ability of the Company to issue unsecured indebtedness without the
approval of the serial preferred shareholders. This restriction limits the
Company's flexibility in planning, financing and refinancing its business
activities. As competition has intensified in the utility industry, financial
flexibility and financial cost structure have become increasingly important to
the success of the Company. The proposal, as set forth and explained in the
enclosed material, would allow the Company to issue $1.2 billion of unsecured
indebtedness in excess of unsecured indebtedness presently authorized, permitted
or previously consented to. We believe that approval of the proposal will play
an important role in increasing the financial flexibility and improving the
financial cost structure of the Company.
WHILE YOU NEED NOT GRANT YOUR CONSENT TO THE PROPOSAL IN ORDER TO TENDER
SHARES, THE COMPANY'S OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THE
PROPOSAL BEING APPROVED BY THE NECESSARY VOTES OF THE SERIAL PREFERRED
SHAREHOLDERS.
If you grant your consent to the proposal in respect of your shares and such
shares are not tendered and the proposal is approved by the serial preferred
shareholders, you will be entitled to receive a special cash payment in an
amount equal to $1.00 for each share with respect to which your consent is
granted and not tendered. If you tender your shares, and the shares are accepted
for payment, you will receive the applicable purchase price per share but will
not be entitled to the special cash payment. Instructions for tendering your
shares and information pertaining to the special cash payment is included in the
enclosed material.
The record date for determining serial preferred shareholders entitled to
grant a consent with respect to the consent solicitation is March 5, 1999. It is
important that you grant your consent to the proposal, regardless of the number
of shares you own. You MUST return your consent, which is included within the
accompanying Letter of Transmittal and Consent, by March 26, 1999, unless
extended.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU GRANT YOUR CONSENT TO THE
PROPOSAL.
If you have any questions regarding the consent solicitation or the
Company's offer to purchase shares, please call Salomon Smith Barney, the Dealer
Manager, at (800) 558-3745, Georgeson & Company, Inc., the Information Agent, at
(800) 223-2064, or your broker, dealer, commercial bank or trust company.
Thank you for your continued interest in the Company.
Sincerely,
/s/ Sherwood J. Rafferty
Sherwood J. Rafferty
Senior Vice President and
Chief Financial Officer
[LOGO]
NYSEG Announces Tender Offers for Certain
Series of its Serial Preferred Stock and Related Consent Solicitation.
For immediate release
Binghamton, New York, March 1, 1999 -- New York State Electric &
Gas Corporation (NYSEG) today announced that it is offering to purchase for
cash any and all shares of the following series of its Serial Preferred Stock
at the applicable price per share set forth below:
Title of Series Purchase Price Per Share
--------------- ------------------------
3.75% Cumulative Preferred Stock $72.00
4 1/2% Cumulative Preferred Stock (Series 1949) $89.50
4.40% Cumulative Preferred Stock $87.50
4.15% Cumulative Preferred Stock (Series 1954) $82.50
4.15% Cumulative Preferred Stock $82.50
The tender offers will expire at midnight on March 26, 1999, unless
extended.
In connection with the tender offers, the board of directors of
the company is soliciting consents from the holders of all series of its
Serial Preferred Stock, including the company's 6.30% Serial Preferred Stock
which is not subject to a tender offer, to a proposal to permit the issuance
by the company of up to $1.2 billion of unsecured indebtedness in excess of
all other unsecured indebtedness presently authorized, permitted or
previously consented to. The company currently is permitted to incur up to
approximately $200 million of unsecured indebtedness, and it currently has
$94.4 million of unsecured indebtedness. The company believes that the
ability to incur additional unsecured indebtedness will provide the company
with the flexibility to obtain financing on terms more advantageous than
would otherwise be the case. The record date for the consent solicitation is
March 5, 1999.
Preferred shareholders who wish to tender their shares pursuant to
the offer are not required to grant their consent to the proposal. However, each
tender offer is conditioned on, among other things, the approval of the proposal
by holders of at least a majority of the votes of shares of all series of the
company's Serial Preferred Stock, considered together as one class. The tender
offer for any one series of Serial Preferred Stock is not conditioned on a
minimum number of shares of that series being tendered and is independent of the
tender offer for any other series of Serial Preferred Stock.
If holders choose, they may consent to the proposal without
tendering. If the proposal is approved, holders who consent to the proposal but
whose shares are not tendered, and holders of the 6.30% Series who consent to
the proposal, will receive a special cash payment of $1.00 for each share for
which they granted a consent. Holders who tender shares will not receive the
special cash payment and will be entitled only to the applicable purchase price
per
share if the shares are accepted for payment. Consents must be received on or
prior to March 26, 1999, unless extended.
The Dealer Manager for the tender offers and the Solicitation Agent
for the consent solicitation is Salomon Smith Barney. The information agent for
the tender offers and the consent solicitation is Georgeson & Company, Inc.
ChaseMellon Shareholder Services, L.L.C. is the depositary for the tender
offers. Questions regarding the tender offers and the consent solicitation may
be directed to Salomon Smith Barney at (800) 558-3745 or Georgeson & Company at
(800) 223-2064.
This announcement is neither an offer to purchase nor a solicitation
of an offer to sell shares. The tender offers are made solely by, and on the
terms and subject to the conditions set forth in, the Offer to Purchase and
Consent Statement, dated March 1, 1999, and the related Letters of Transmittal
and Consent. The tender offers are not being made to (nor will tenders be
accepted from) holders of shares residing in any jurisdiction in which the
making of the tender offers or the acceptance thereof would not be in compliance
with applicable law.
NYSEG is the primary subsidiary of Energy East Corporation
(NYSE:NEG), an energy delivery, products and services company with operations
in New York, Massachusetts, Maine, New Hampshire, Vermont and New Jersey.
NYSEG supplies, markets and delivers electricity to 817,000 customers and
natural gas to 243,000 customers across more than one-third of New York State.
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Offer Shares. The Offer is made solely by the Offer to Purchase
and Consent Statement, dated March 1, 1999, and the related Letters of
Transmittal and Consent and is being made to all holders of Offer Shares. The
Company is not aware of any jurisdiction where the making of the Offer or the
tender of Offer Shares is not in compliance with applicable law. If the
Company becomes aware of any jurisdiction where the making of the Offer or
the tender of Offer Shares is not in compliance with applicable law, the
Company will make a good faith effort to comply with such law. If, after such
good faith effort, the Company cannot comply with such law, the Offer will
not be made to (nor will tenders be accepted from or on behalf of) the owners
of Offer Shares residing in such jurisdiction.
New York State Electric & Gas Corporation
Notice of Offer to Purchase for Cash
Any and All Outstanding Shares of the Following
Series of its Serial Preferred Stock, Par Value $100 Per Share,
at the Following Purchase Prices
Series Cusip No. Purchase Price
3.75% Cumulative Preferred Stock 649840-20-4 $72.00
4 1/2% Cumulative Preferred Stock (Series 1949) 649840-70-9 $89.50
4.40% Cumulative Preferred Stock 649840-40-2 $87.50
4.15% Cumulative Preferred Stock (Series 1954) 649840-50-1 $82.50
4.15% Cumulative Preferred Stock 649840-2*-5 $82.50
New York State Electric & Gas Corporation
Notice of Solicitation of Consents with Respect to All
Series of its Serial Preferred Stock
New York State Electric & Gas Corporation (the "Company"), a New York
corporation and a subsidiary of Energy East Corporation, invites holders of
shares (the "Offer Shares") of the series of serial preferred stock of the
Company listed above (each, a "Series of Offer Preferred"), to tender any and
all of their Offer Shares for purchase at the applicable purchase price per
Offer Share listed above, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase and Consent
Statement, dated March 1, 1999 (the "Offer to Purchase"), and in the
applicable Letter of Transmittal and Consent (which together constitute the
"Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MARCH 26, 1999, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION DATE").
Concurrently with the Offer, the Board of Directors of the Company is
soliciting consents (the "Consent Solicitation") from holders of the
Company's outstanding serial preferred stock, which consists of each Series
of Offer Preferred together with the Company's 6.30% Serial Preferred Stock
(Cumulative, $100 Par Value) (the "6.30% Series"), in connection with a
proposal to permit the issuance by the Company of up to $1.2 billion of
unsecured indebtedness in excess of all other unsecured indebtedness
presently authorized, permitted or previously consented to (the "Proposal").
Consents are being solicited from holders of Offer Shares pursuant to the
Offer to Purchase and the applicable Letter of Transmittal and Consent. The
6.30% Series is not subject to the Offer, and consents are being solicited
from holders of shares (the "6.30% Shares") of the 6.30% Series pursuant to a
separate Consent Statement, dated March 1, 1999 (the "6.30% Statement"), and
related Consent. The 6.30% Series and each Series of Offer Preferred are
referred to collectively as the "Outstanding Serial Preferred Stock."
While holders who wish to tender their Offer Shares pursuant to the Offer
need not grant their consent to the Proposal, the Offer is conditioned upon,
among other things, the approval of the Proposal by holders of at least a
majority of the votes of shares of the Outstanding Serial Preferred Stock
entitled to be cast, considered together as one class. The Offer for any one
Series of Offer Preferred is not conditioned upon any minimum number of
shares of such Series of Offer Preferred being tendered and is independent of
the Offer for any other Series of Offer Preferred. See "Terms of the
Offer--Conditions of the Offer" in the Offer to Purchase.
If, but only if, (i) the Proposal is approved by holders of the requisite
number of shares of Outstanding Serial Preferred Stock, and (ii) a holder
validly consents to the Proposal with respect to Offer Shares but such Offer
Shares are not tendered pursuant to the Offer or a holder of 6.30% Shares
validly consents to the Proposal with respect to 6.30% Shares, the Company
will make a special cash payment to such consenting holder in an amount equal
to $1.00 for each such Offer Share or each such 6.30% Share, as the case may
be (the "Special Cash Payment"). Those holders who validly tender their Offer
Shares will be entitled only to the applicable purchase price per Offer Share
listed above and will not be entitled to the Special Cash Payment.
A holder whose Offer Shares or 6.30% Shares are held by a broker, dealer,
commercial bank, trust company or nominee must contact such broker, dealer,
commercial bank, trust company or nominee if he or she desires to tender
Offer Shares or consent to the Proposal, as applicable. Any holder of Offer
Shares desiring to accept the Offer and tender all or a portion of his or her
Offer Shares and/or consent to the Proposal must, on or prior to the
Expiration Date, complete and sign the applicable Letter of Transmittal and
Consent, mail or deliver the same and any other required documents to
ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), and if tendering
Offer Shares, deliver certificates for such Offer Shares to the Depositary
along with the applicable Letter of Transmittal and Consent or tender such
Offer Shares pursuant to
the procedures for book-entry transfer set forth in the Offer to Purchase
under "Terms of the Offer--Procedure for Tendering Shares." Any holder who
desires to tender Offer Shares and whose certificates for such Offer Shares
are not immediately available, or who cannot comply in a timely manner with
the procedure for book-entry transfer, should tender such Offer Shares by
following the procedures for guaranteed delivery set forth in the Offer to
Purchase under "Terms of the Offer--Procedure for Tendering Shares." Any
holder of 6.30% Shares desiring to consent to the Proposal must, on or prior
to March 26, 1999, unless extended, complete and sign the Consent provided
along with the 6.30% Statement and mail or deliver the same and any other
required documents to the Depositary. Offer Shares may be withdrawn at any
time until the Expiration Date with respect to the applicable Series of Offer
Preferred and, unless previously accepted for payment, may also be withdrawn
after April 23, 1999. Executed consents may be revoked at any time prior to
the time the Proposal becomes effective. The Company will pay to each
soliciting dealer a solicitation fee for any Offer Share tendered, accepted
for payment and paid for pursuant to the Offer, and if the Proposal is
approved by holders of the requisite number of shares of Outstanding Serial
Preferred Stock, any Offer Share in respect of which a valid consent was
granted but which was not tendered in the Offer. See "Fees and Expenses" in
the Offer to Purchase and 6.30% Statement, as applicable.
The Offer to Purchase and 6.30% Statement are first being mailed on or about
March 1, 1999. The Record Date with respect to the Consent Solicitation is
March 5, 1999.
NONE OF THE COMPANY, ITS BOARD OF DIRECTORS, NOR ANY OF ITS OFFICERS MAKES
ANY RECOMMENDATION TO ANY HOLDER AS TO WHETHER TO TENDER OFFER SHARES. EACH
HOLDER MUST MAKE HIS OR HER OWN DECISION AS TO WHETHER TO TENDER OFFER SHARES
AND, IF SO, HOW MANY OFFER SHARES TO TENDER.
THE COMPANY RESERVES THE RIGHT AT ANY TIME, AND FROM TIME TO TIME, PRIOR TO
THE EXPIRATION DATE, TO EXTEND THE PERIOD OF TIME DURING WHICH THE OFFER FOR
ANY SERIES OF OFFER PREFERRED IS OPEN OR DURING WHICH CONSENTS MAY BE
DELIVERED OR TO OTHERWISE AMEND THE OFFER OR CONSENT SOLICITATION BY GIVING
ORAL OR WRITTEN NOTICE OF SUCH EXTENSION OR AMENDMENT TO THE DEPOSITARY AND
MAKING A PUBLIC ANNOUNCEMENT THEREOF. IF THE COMPANY EXTENDS OR AMENDS THE
OFFER FOR ANY SERIES OF OFFER PREFERRED IT WILL NOT BE REQUIRED TO EXTEND OR
AMEND THE OFFER FOR ANY OTHER SERIES OF OFFER PREFERRED.
WITH RESPECT TO THE OFFER SHARES, THE OFFER TO PURCHASE AND APPLICABLE LETTER
OF TRANSMITTAL AND CONSENT, AND WITH RESPECT TO THE 6.30% SHARES, THE 6.30%
STATEMENT AND CONSENT, CONTAIN IMPORTANT INFORMATION REGARDING THE OFFER AND
THE CONSENT SOLICITATION, AS APPLICABLE, AND SHOULD BE READ CAREFULLY BEFORE
ANY DECISION IS MADE REGARDING THE OFFER OR THE CONSENT SOLICITATION.
Any questions or requests for assistance may be directed to the Information
Agent or the Dealer Manager and Solicitation Agent at their respective
addresses and phone numbers listed below. Requests for additional copies of
the Offer to Purchase, the Letters of Transmittal and Consent, the 6.30%
Statement, the Consent or other tender offer or consent materials should be
directed to the Information Agent, and such copies
will be furnished promptly at the Company's expense. Preferred Shareholders
may also contact their broker, dealer, commercial bank or trust company for
assistance.
The Information Agent is:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect:
(212) 440-9800
All Others Call:
(800) 223-2064
The Dealer Manager and Solicitation Agent is:
Salomon Smith Barney
390 Greenwich Street
New York, New York 10013
Attention: Liability Management Group
(800) 558-3745
March 1, 1999
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
SECTION REFERENCES ARE TO THE INTERNAL REVENUE CODE.
PURPOSE OF FORM.--A person who is required to file an information return with
the IRS must obtain your correct TIN to report income paid to you, real estate
transactions, mortgage interest you paid, the acquisition or abandonment of
secured property or contributions you made to an IRA. Use Form W-9 to furnish
your correct TIN to the requester (the person asking you to furnish your TIN)
and, when applicable, (1) to certify that the TIN you are furnishing is correct
(or that you are waiting for a number to be issued), (2) to certify that you are
not subject to backup withholding, and (3) to claim exemption from backup
withholding if you are an exempt payee. Furnishing your correct TIN and making
the appropriate certifications will prevent certain payments from being subject
to backup withholding.
Note: If a requester gives you a form other than a W-9 to request your TIN, you
must use the requester's form.
HOW TO OBTAIN A TIN.--If you do not have a TIN, apply for one immediately. To
apply, get Form SS-5, Application for a Social Security Card (for individuals),
from your local office of the Social Security Administration, or Form SS-4,
Application for Employer Identification Number (for businesses and all other
entities), from your local IRS office.
To complete Form W-9 if you do not have a TIN, write "Applied for" in the space
for the TIN in Part 1 (or check box 2 of Substitute Form W-9), sign and date the
form, and give it to the requester. Generally, you must obtain a TIN and furnish
it to the requester by the time of payment. If the requester does not receive
your TIN by the time of payment, backup withholding, if applicable, will begin
and continue until you furnish your TIN to the requester.
Note: Writing "Applied for" (or checking box 2 of the Substitute Form W-9) on
the form means that you have already applied for a TIN OR that you intend to
apply for one in the near future.
As soon as you receive your TIN, complete another Form W-9, include your TIN,
sign and date the form, and give it to the requester.
WHAT IS BACKUP WITHHOLDING?--Persons making certain payments to you after 1992
are required to withhold and pay to the IRS 31% of such payments under certain
conditions. This is called "backup withholding". Payments that could be subject
to backup withholding include interest, dividends, broker and barter exchange
transactions, rents, royalties, nonemployee compensation and certain payments
from fishing boat operators, but do not include real estate transactions.
If you give the requester your correct TIN, make the appropriate certifications,
and report all your taxable interest and dividends on your tax return, your
payments will not be subject to backup withholding. Payments you receive will be
subject to backup withholding if:
1. You do not furnish your TIN to the requester, or
2. The IRS notifies the requester that you furnished an incorrect TIN, or
3. You are notified by the IRS that you are subject to backup withholding
because you failed to report all your interest and dividends on your tax
return (for reportable interest and dividends only), or
4. You do not certify to the requester that you are not subject to backup
withholding under 3 above (for reportable interest and dividend accounts
opened after 1983 only), or
5. You do not certify your TIN. This applies only to reportable interest,
dividend, broker or barter exchange accounts opened after 1983, or broker
accounts considered inactive in 1983.
Except as explained in 5 above, other reportable payments are subject to backup
withholding only if 1 or 2 above applies. Certain payees and payments are exempt
from backup withholding and information reporting. See Payees and Payments
Exempt From Backup Withholding, below, and Example Payees and Payments under
Specific Instructions, below, if you are an exempt payee.
PAYEES AND PAYMENTS EXEMPT FROM BACKUP WITHHOLDING.--The following is a list of
payees exempt from backup withholding and for which no information reporting is
required. For interest and dividends, all listed payees are exempt except item
(9). For broker transactions, payees listed in (1) through (13) and a person
registered under the Investment Advisers Act of 1940 who regularly acts as a
broker are exempt. Payments subject to reporting under sections 6041 and 6041A
are generally exempt from backup withholding only if made to payees described in
items (1) through (7), except a corporation that provides medical and health
care services or bills and collects payments for such services is not exempt
from backup withholding or information reporting. Only payees described in items
(2) through (6) are exempt from backup withholding for barter exchange
transactions, patronage dividends and payments by certain fishing boat
operations.
(1) A corporation.
(2) An organization exempt from tax under section 501(a), or an IRA, or a
custodial account under section 403(b)(7).
(3) The United States or any of its agencies or instrumentalities.
(4) A state, the District of Columbia, a possession of the United States or
any of their political subdivisions or instrumentalities.
(5) A foreign government or any of its political subdivisions, agencies, or
instrumentalities.
(6) An international organization or any of its agencies or
instrumentalities.
(7) A foreign central bank of issue.
(8) A dealer in securities or commodities required to register in the United
States or a possession of the United States.
(9) A futures commission merchant registered with the Commodity Futures
Trading Commission.
(10) A real estate investment trust.
(11) An entity registered at all times during the tax year under the
Investment Company Act of 1940.
(12) A common trust fund operated by a bank under section 584(a).
(13) A financial institution.
(14) A middleman known in the investment community as a nominee or listed in
the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
(15) A trust exempt from tax under section 664 or described in section 4947.
Payments of dividend and patronage dividends generally not 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 United
States and that have at least one nonresident partner.
- - Payments of patronage dividends not paid in money.
- - Payments made by certain foreign organizations.
Payments of interest generally not 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 TIN 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.
- - Payment on tax-free covenant bonds under section 1451.
- - Payments made by certain foreign organizations.
- - Mortgage interest paid by you.
Payments that are not subject to information reporting are also not subject to
backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045,
6049, 6050A and 6050N, and their regulations.
PENALTIES
FAILURE TO FURNISH TIN.--If you fail to furnish your correct TIN to a requester,
you will be subject to a penalty of $50 for each such failure unless your
failure is due to reasonable cause and not to willful neglect.
CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
MISUSE OF TINS.--If the requester discloses or uses TINS in violation of Federal
law, the requester may be subject to civil and criminal penalties.
SPECIAL INSTRUCTIONS
NAME.--If you are an individual, you must generally provide the name shown on
your Social Security card. However, if you have changed your last name, for
instance, due to marriage, without informing the Social Security Administration
of the name change, please enter your first name, the last name shown on your
Social Security card, and your new last name.
If you are a sole proprietor, you must furnish you individual name and either
the SSN or EIN. You may also enter your business name or "doing business as"
name on the business name line. Enter your name(s) as shown on your Social
Security card and/or as it was used to apply for your EIN on Form SS-4.
SIGNING THE CERTIFICATION.
1. INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED BEFORE 1984
AND BROKER ACCOUNTS CONSIDERED ACTIVE DURING 1983. You are required to furnish
your correct TIN, but you are not required to sign the certification.
2. INTEREST, DIVIDEND, BROKER AND BARTER EXCHANGE ACCOUNTS OPENED AFTER 1983 AND
BROKER ACCOUNTS CONSIDERED INACTIVE DURING 1983. You must sign the certification
or backup withholding will apply. If you are subject to backup withholding and
you are merely providing your correct TIN to the requester, you must cross out
item 2 in the certification before signing the form.
3. REAL ESTATE TRANSACTIONS. You must sign the certification. You may cross out
item 2 of the certification.
4. OTHER PAYMENTS. You are required to furnish your correct TIN, but you are not
required to sign the certification unless you have been notified of an incorrect
TIN. Other payments include payments made in the course of the requester's trade
or business for rents, royalties, goods (other than bills for merchandise),
medical and health care services, payments to a nonemployee for services
(including attorney and accounting fees) and payments to certain fishing boat
crew members.
5. MORTGAGE INTEREST PAID BY YOU, ACQUISITION OR ABANDONMENT OF SECURED PROPERTY
OR IRA CONTRIBUTIONS. You are required to furnish your correct TIN, but you are
not required to sign the certification.
6. EXEMPT PAYEES AND PAYMENTS. If you are exempt from backup withholding, you
should complete this form to avoid possible erroneous backup withholding. Enter
your correct TIN in Part 1, write "EXEMPT" in the block in Part II, and sign and
date the form. If you are a nonresident alien or foreign entity not subject to
backup withholding, give the requester a complete Form W-8, Certificate of
Foreign Status.
7. TIN "APPLIED FOR." Follow the instructions under How To Obtain a TIN on page
1, and sign and date this form.
SIGNATURE.--For a joint account, only the person whose TIN is shown in Part 1
should sign.
PRIVACY ACT NOTICE.--Section 6109 requires you to furnish your correct TIN to
persons who must file information returns with the IRS to report interest,
dividends, certain other income paid to you, mortgage interest you paid, the
acquisition or abandonment of secured property or contributions you made to an
IRA. The IRS uses the numbers for identification purposes and to help verify the
accuracy of your tax return. You must provide your TIN whether or not you are
required to file a tax return. Payers must generally withhold 31% of taxable
interest, dividend and certain other payments to a payee who does not furnish a
TIN to a payer. Certain penalties may also apply.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
WHAT NAME AND NUMBER TO GIVE THE REQUESTER
- -----------------------------------------------------
GIVE NAME AND
FOR THIS TYPE OF ACCOUNT: SSN OF:
- -----------------------------------------------------
1. Individual The individual
2. Two or more The actual owner of
individuals (joint the account or, if
account) combined funds, the
first individual on
the account(1)
3. Custodian account of The minor(2)
a minor
4. a. The usual The grantor-
revocable savings trustee(1)
trust (grantor is
also trustee)
b. So-called trust The actual owner(1)
account that is
not a legal or
valid trust under
state law
5. Sole proprietorship The owner(3)
- -----------------------------------------------------
GIVE NAME AND
FOR THIS TYPE OF ACCOUNT: EIN OF:
- -----------------------------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, Legal entity(4)
estate or pension
trust
8. Corporate The corporation
9. Association, club, The organization
religious,
charitable,
educational or other
tax-exempt
organization
10. Partnership The partnership
11. A broker or The broker or
registered nominee nominee
12. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district or prison)
that receives
agriculture 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 SSN.
(3) Show your individual name. You may also enter your business name. You may
use or SSN or EIN.
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the TIN of the personal representative or trustee unless the
legal entity itself is not designated in the account title.)
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.