Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 140 727K
Business-Combination Transaction
2: EX-1 Underwriting Agreement 16 87K
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 28 97K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 13 53K
5: EX-4.1 Instrument Defining the Rights of Security Holders 102 365K
6: EX-4.2 Instrument Defining the Rights of Security Holders 29 113K
7: EX-4.3 Instrument Defining the Rights of Security Holders 147± 648K
8: EX-4.4 Instrument Defining the Rights of Security Holders 295± 1.28M
9: EX-4.6 Instrument Defining the Rights of Security Holders 2 15K
10: EX-5 Opinion re: Legality 2 14K
19: EX-10.09 Material Contract 2 17K
11: EX-10.1 Material Contract 89± 293K
20: EX-10.10 Material Contract 67± 268K
21: EX-10.11 Material Contract 8 63K
23: EX-10.13 Material Contract 8± 39K
24: EX-10.14 Material Contract 4± 25K
25: EX-10.15 Material Contract 8± 39K
26: EX-10.16 Material Contract 6± 27K
12: EX-10.2 Material Contract 55± 200K
13: EX-10.3 Material Contract 116± 276K
14: EX-10.4 Material Contract 67± 228K
15: EX-10.5 Material Contract 13± 70K
16: EX-10.6 Material Contract 63± 261K
17: EX-10.7 Material Contract 11± 49K
18: EX-10.8 Material Contract 8± 38K
22: EX-11.12 Statement re: Computation of Earnings Per Share 58 225K
27: EX-12 Statement re: Computation of Ratios 1 11K
28: EX-21 Subsidiaries of the Registrant 1 11K
29: EX-23.2 Consent of Experts or Counsel 1 11K
30: EX-25 Statement re: Eligibility of Trustee 26 100K
31: EX-99.1 Miscellaneous Exhibit 12 52K
32: EX-99.2 Miscellaneous Exhibit 3 16K
33: EX-99.3 Miscellaneous Exhibit 2 13K
34: EX-99.4 Miscellaneous Exhibit 2 14K
35: EX-99.5 Miscellaneous Exhibit 3 13K
EX-99.1 — Miscellaneous Exhibit
| EX-99.1 | 1st Page of 12 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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Exhibit 99.1
LETTER OF TRANSMITTAL
IPALCO ENTERPRISES, INC.
Offer to Exchange
$375,000,000 7.375% Senior Secured Notes due 2008; and
$375,000,000 7.625% Senior Secured Notes due 2011
(which have been registered under the Securities Act)
For Any and All Outstanding
7.375% Senior Secured Notes due 2008; and
7.625% Senior Secured Notes due 2011
(which have not been registered under the Securities Act)
Pursuant to the Prospectus
Dated , 2002
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 2002 UNLESS THE OFFER IS EXTENDED.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANK ONE TRUST COMPANY, N.A.
By Registered or Certified Mail: By Overnight Delivery or Hand:
Bank One Trust Company, N.A., Bank One Trust Company, N.A.,
Exchange Agent Exchange Agent
One North State Street, 9th Floor One North State Street, 9th Floor
Chicago, IL 60602 Chicago, IL 60602
Attn: Exchanges Attn: Exchanges
To Confirm by Telephone Facsimile Transmissions:
or for Information: 312-407-8853
800-524-9472
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
Capitalized terms used but not defined herein shall have the same meaning
given them in the Prospectus (as defined below).
This Letter of Transmittal is to be completed by holders of Old Notes (as
defined below) if Old Notes are to be forwarded herewith and, unless your Old
Notes are held through The Depository Trust Company ("DTC"), should be
accompanied by the certificates for the Old Notes. If tenders of Old Notes are
to be made by book-entry transfer to an account maintained by Bank One Trust
Company, N.A. (the "Exchange Agent") at DTC pursuant to the procedures set
forth in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in
accordance with the Automated Tender Offer Program ("ATOP") established by DTC,
a tendering holder will become bound by the terms and conditions hereof in
accordance with the procedures established under ATOP.
Holders of Old Notes whose certificates (the "certificates") for such Old
Notes are not immediately available or who cannot deliver their certificates
and all other required documents to the Exchange Agent on or prior to the
expiration date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" in the Prospectus. SEE
INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH ITS PROCEDURES
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
2
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
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DESCRIPTION OF OLD NOTES TENDERED
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Name(s) and address(es) of Registered Old Notes Tendered
Holder(s) (attach additional list if necessary)
(Please fill in, if blank)
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Principal Amount
of
Principal Old Notes
Certificate Amount Tendered
Number(s)* of Old Notes (if less than all)**
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
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Total Amount
Tendered
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* Need not be completed by book-entry holders.
** Old Notes may be tendered in whole or in part in denominations of $1,000
and multiples thereof. All Old Notes held shall be deemed tendered unless
a lesser number is specified in this column.
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC
AND COMPLETE THE FOLLOWING:
Name of Tendering Institution____________________________________________
DTC Account Number_______________________________________________________
Transaction Code Number__________________________________________________
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY
IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name of Registered Holder(s)_____________________________________________
Window Ticket Number (if any)____________________________________________
Date of Execution of Notice of Guaranteed Delivery_______________________
Name of Institution which Guaranteed_____________________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution____________________________________________
DTC Account Number_______________________________________________________
Transaction Code Number__________________________________________________
[ ] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES
ARE TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
3
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER") AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:____________________________________________________________________
Address:_________________________________________________________________
_________________________________________________________________
4
Ladies and Gentlemen:
The undersigned hereby tenders to IPALCO Enterprises, Inc., an Indiana
corporation (the "Company"), the principal amount of the Company's 7.375%
Senior Secured Notes due 2008 and its 7.625% Senior Secured Notes due 2011 (the
"Old Notes") specified above in exchange for a like aggregate principal amount
of the Company's 7.375% Senior Secured Notes due 2008 and its 7.625% Senior
Secured Notes due 2011, respectively (the "New Notes"), upon the terms and
subject to the conditions set forth in the Prospectus dated , 2002
(as the same may be amended or supplemented from time to time, the
"Prospectus"), receipt of which is acknowledged, and in this Letter of
Transmittal (which, together with the Prospectus, constitute the "Exchange
Offer"). The Exchange Offer has been registered under the Securities Act of
1933, as amended (the "Securities Act").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Notes tendered herewith in accordance with the terms and
conditions of the Exchange Offer (including, if the Exchange 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 such Old Notes as are being
tendered herewith. The undersigned hereby irrevocably constitutes and appoints
the Exchange Agent as its agent and attorney-in- fact (with full knowledge that
the Exchange Agent is also acting as agent of the Company in connection with
the Exchange Offer) with respect to the tendered Old Notes, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), subject only to the right of withdrawal described in
the Prospectus, to (i) deliver certificates for Old Notes to the Company
together with all accompanying evidences of transfer and authenticity to, or
upon the order of, the Company, upon receipt by the Exchange Agent, as the
undersigned's agent, of the New Notes to be issued in exchange for such Old
Notes, (ii) present certificates for such Old Notes for transfer, and to
transfer the Old Notes on the books of the Company, and (iii) receive for the
account of the Company all benefits and otherwise exercise all rights of
beneficial ownership of such Old Notes, all in accordance with the terms and
conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS
FULL POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE OLD
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
COMPANY WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE OLD
NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES. THE
UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE COMPANY OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE OLD NOTES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF
THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Old Notes
tendered hereby should be printed above, if they are not already set forth
above, as they appear on the certificates representing such Old Notes. The
certificate number(s) and the Old Notes that the undersigned wishes to tender
should be indicated in the appropriate boxes above.
If any tendered Old Notes are not exchanged pursuant to the Exchange Offer
for any reason, or if certificates are submitted for more Old Notes than are
tendered or accepted for exchange, certificates for such unaccepted or non
exchanged Old Notes will be returned (or, in the case of Old Notes tendered by
book-entry transfer, such Old Notes will be credited to an account maintained
at DTC), without expense to the tendering holder, promptly following the
expiration or termination of the Exchange Offer.
The undersigned understands that tenders of Old Notes pursuant to any one
of the procedures described in "The Exchange Offer--Procedures for Tendering
Old Notes" in the Prospectus and in the instructions hereto will, upon the
Company's acceptance for exchange of such tendered Old Notes, constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. In all cases in which a
Participant elects to accept the Exchange Offer by transmitting an express
acknowledgment in accordance with the established ATOP procedures, such
Participant shall be bound by all of the terms and conditions of this Letter of
5
Transmittal. The undersigned recognizes that, under certain circumstances set
forth in the Prospectus, the Company may not be required to accept for exchange
any of the Old Notes tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be
issued in the name(s) of the undersigned or, in the case of a book-entry
transfer of Old Notes, that such New Notes be credited to the account indicated
above maintained at DTC. If applicable, substitute certificates representing
Old Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Old Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please deliver New
Notes to the undersigned at the address shown below the undersigned's
signature.
By tendering Old Notes and executing, or otherwise becoming bound by, this
letter of transmittal, the undersigned hereby represents and agrees that
(i) the undersigned is not an "affiliate" of the Company,
(ii) any New Notes to be received by the undersigned are being acquired in
the ordinary course of its business, and
(iii) the undersigned has no arrangement or understanding with any person
to participate, and is not engaged and does not intend to engage, in a
distribution (within the meaning of the Securities Act) of such New Notes.
By tendering Old Notes pursuant to the exchange offer and executing, or
otherwise becoming bound by, this letter of transmittal, a holder of Old Notes
which is a broker-dealer represents and agrees, consistent with certain
interpretive letters issued by the staff of the Division of Corporation Finance
of the Securities and Exchange Commission to third parties, that (a) such Old
Notes held by the broker-dealer are held only as a nominee, or (b) such Old
Notes were acquired by such broker-dealer for its own account as a result of
market-making activities or other trading activities and it will deliver the
prospectus (as amended or supplemented from time to time) meeting the
requirements of the Securities Act in connection with any resale of such New
Notes (provided that, by so acknowledging and by delivering a prospectus, such
broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act).
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the prospectus, as it may be amended or supplemented from
time to time, may be used by a participating broker-dealer (as defined below)
in connection with resales of New Notes received in exchange for Old Notes,
where such Old Notes were acquired by such participating broker-dealer for its
own account as a result of market-making activities or other trading
activities, for a period ending 180 days after the expiration date (subject to
extension under certain limited circumstances) or, if earlier, when all such
New Notes have been disposed of by such participating broker-dealer. In that
regard, each broker dealer who acquired Old Notes for its own account as a
result of market-making or other trading activities (a "participating
broker-dealer"), by tendering such Old Notes and executing, or otherwise
becoming bound by, this letter of transmittal, agrees that, upon receipt of
notice from the Company of the occurrence of any event or the discovery of any
fact which makes any statement contained in the prospectus untrue in any
material respect or which causes the prospectus to omit to state a material
fact necessary in order to make the statements contained therein, in light of
the circumstances under which they were made, not misleading or of the
occurrence of certain other events specified in the Registration Rights
Agreement, such participating broker-dealer will suspend the sale of New Notes
pursuant to the prospectus until the Company has amended or supplemented the
prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented prospectus to the participating broker-dealer or
the Company has given notice that the sale of the New Notes may be resumed, as
the case may be. If the Company gives such notice to suspend the sale of the
New Notes, it shall extend the 180-day period referred to above during which
participating broker-dealers are entitled to use the prospectus in connection
with the resale of New Notes by the number of days during the period from and
including the date of the giving of such notice to and including the date when
participating broker- dealers shall have received copies of the supplemented or
amended prospectus necessary to permit resales of the New Notes or to and
including the date on which the Company has given notice that the sale of New
Notes may be resumed, as the case may be.
6
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
7
HOLDER(S) SIGN HERE
(See Instructions 2, 5 and 6)
(Note: Signature(s) Must be Guaranteed if Required by Instruction 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Old Notes hereby tendered or on a security position
listing, or by any person(s) authorized to become the registered holder(s) by
endorsements and documents transmitted herewith. If signature is by an
attorney-in-fact, executor, administrator, trustee, guardian, officer of a
corporation or another acting in a fiduciary or representative capacity, please
set forth the signer's full title. See Instruction 5.
_______________________________________________________________________________
(Signature(s) of Holder(s))
Date_____________________________________________________________________, 200_
Name(s)________________________________________________________________________
_______________________________________________________________________________
(Please Print)
Capacity:______________________________________________________________________
(Include Full Title)
Address________________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number_________________________________________________
_______________________________________________________________________________
(Tax Identification or Social Security Number(s))
GUARANTEE OF SIGNATURE(S)
(See Instructions 2 and 5)
Authorized Signature___________________________________________________________
Name___________________________________________________________________________
_______________________________________________________________________________
(Please Print)
Date_____________________________________________________________________, 200_
Capacity or Title______________________________________________________________
Name of Firm___________________________________________________________________
Address________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number_________________________________________________
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[Enlarge/Download Table]
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6) (See Instructions 1, 5 and 6)
To be completed ONLY if the New Notes are to be To be completed ONLY if New Notes are to be sent
issued in the name of someone other than the to someone other than the registered holder of the Old
registered holder of the Old Notes whose name(s) Notes whose name(s) appear(s) above, or to such
appear(s) above. registered holder(s) at an address other than that
shown above.
Issue New Notes to: Mail New Notes To:
Name_______________________________________________ Name_______________________________________________
(Please Print) (Please Print)
___________________________________________________ ___________________________________________________
Address____________________________________________ Address____________________________________________
___________________________________________________ ___________________________________________________
___________________________________________________ ___________________________________________________
(Include Zip Code) (Include Zip Code)
___________________________________________________ ___________________________________________________
(Taxpayer Identification or (Taxpayer Identification or
Social Security Number) Social Security Number)
-------------------------------------------------------- --------------------------------------------------------
9
INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed if certificates are
to be forwarded herewith and, unless your Old Notes are held through DTC,
should be accompanied by the certificates for the Old Notes. If tenders are to
be made pursuant to the procedures for tender by book-entry transfer set forth
in "The Exchange Offer--Book-Entry Transfer" in the Prospectus and in
accordance with ATOP established by DTC, a tendering holder will become bound
by the terms and conditions hereof in accordance with the procedures
established under ATOP. Certificates, or timely confirmation of a book-entry
transfer of such Old Notes into the Exchange Agent's account at DTC, as well as
this Letter of Transmittal (or facsimile thereof), if required, properly
completed and duly executed, with any required signature guarantees, must be
received by the Exchange Agent at one of its addresses set forth herein on or
prior to the expiration date. Old Notes may be tendered in whole or in part in
the principal amount of $1,000 and multiples of $1,000.
Holders who wish to tender their Old Notes and (i) whose Old Notes are not
immediately available or (ii) who cannot deliver their Old Notes and this
Letter of Transmittal to the Exchange Agent on or prior to the expiration date
or (iii) who cannot complete the procedures for delivery by book-entry transfer
on a timely basis, may tender their Old Notes by properly completing and duly
executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" in
the Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) a properly completed
and duly executed Letter of Transmittal (or facsimile) thereof and Notice of
Guaranteed Delivery, substantially in the form made available by the Company,
must be received by the Exchange Agent on or prior to the expiration date; and
(iii) the certificates (or a book-entry confirmation (as defined in the
Prospectus)) representing all tendered Old Notes, in proper form for transfer,
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the date of execution of such Notice of Guaranteed Delivery,
all as provided in "The Exchange Offer--Guaranteed Delivery Procedures" in the
Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by telegram, telex, facsimile or mail to the Exchange Agent, and must include a
guarantee by an Eligible Institution in the form set forth in such Notice. For
Old Notes to be properly tendered pursuant to the guaranteed delivery
procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on
or prior to the expiration date. As used herein and in the Prospectus,
"Eligible Institution" means a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States.
THE METHOD OF DELIVERY OF OLD NOTES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE TENDERING HOLDER.
IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, BE USED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO LETTERS OF TRANSMITTAL OR OLD
NOTES SHOULD BE SENT TO THE COMPANY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile thereof), or any Agent's Message in lieu thereof, waives any right to
receive any notice of the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder
(which term, for purposes of this document, shall include any participant
in DTC whose name appears on a security position listing as the owner of
the Old Notes) of Old Notes tendered herewith, unless such holder(s) has
completed either the box entitled "Special Issuance Instructions" or the
box entitled "Special Delivery Instructions" above, or
(ii) such Old Notes are tendered for the account of a firm that is an
Eligible Institution.
In all other cases, an Eligible Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
10
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Notes" is inadequate, the certificate number(s) and/or the
principal amount of Old Notes and any other required information should be
listed on a separate signed schedule which is attached to this Letter of
Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be
accepted only in the principal amount of $1,000 and multiples thereof. If less
than all the Old Notes evidenced by any certificate submitted are to be
tendered, fill in the principal amount of Old Notes which are to be tendered in
the box entitled "Principal Amount of Old Notes Tendered (if less than all)."
In such case, new certificate(s) for the remainder of the Old Notes that were
evidenced by your old certificate(s) will only be sent to the holder of the Old
Note promptly after the expiration date. All Old Notes represented by
certificates delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Old Notes may be withdrawn
at any time on or prior to the expiration date. In order for a withdrawal to be
effective on or prior to that time, a written notice of withdrawal must be
timely received by the Exchange Agent at one of its addresses set forth above
or in the Prospectus on or prior to the expiration date. Any such notice of
withdrawal must specify the name of the person who tendered the Old Notes to be
withdrawn, identify the Old Notes to be withdrawn (including the principal
amount of such Old Notes) and (where certificates for Old Notes have been
transmitted) specify the name in which such Old Notes are registered, if
different from that of the withdrawing holder. If certificates for the Old
Notes have been delivered or otherwise identified to the Exchange Agent, then
prior to the release of such certificates, the withdrawing holder must submit
the serial numbers of the particular certificates for the Old Notes to be
withdrawn and a signed notice of withdrawal with signatures guaranteed by an
Eligible Institution, unless such holder is an Eligible Institution. If Old
Notes have been tendered pursuant to the procedures for book-entry transfer set
forth in the Prospectus under "The Exchange Offer--Book-Entry Transfer," any
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawal of Old Notes and otherwise comply with the
procedures of such facility. Old Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any time on or prior to the expiration date by following one of the procedures
described in the Prospectus under "The Exchange Offer--Procedures for Tendering
Old Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, whose
determination shall be final and binding on all parties. Any Old Notes which
have been tendered for exchange but which are not exchanged for any reason will
be returned to the holder thereof without cost to such holder (or, in the case
of Old Notes tendered by book-entry transfer into the Exchange Agent's account
at DTC pursuant to the book-entry procedures described in the Prospectus under
"The Exchange Offer--Book-Entry Transfer," such Old Notes will be credited to
an account maintained with DTC for the Old Notes) as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond exactly with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever.
If any of the Old Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or facsimiles thereof) as there are different
registrations of certificates.
If this Letter of Transmittal or any certificates or powers of attorney
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and,
unless waived by the Company, proper evidence satisfactory to the Company of
such persons' authority to so act must be submitted.
When this Letter of Transmittal is signed by the registered holder(s) of
the Old Notes listed and transmitted hereby, no endorsement(s) of
certificate(s) or written instrument or instruments of transfer or exchange are
required unless New
11
Notes are to be issued in the name of a person other than the registered
holder(s). Signature(s) on such certificate(s) or written instrument or
instruments of transfer or exchange must be guaranteed by an Eligible
Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Old Notes listed, the certificates must be endorsed
or accompanied by a written instrument or instruments of transfer or exchange,
in satisfactory form as determined by the Company in its sole discretion and
executed by the registered holder(s), in either case signed exactly as the name
or names of the registered holder(s) appear(s) on the certificates. Signatures
on such certificates or written instrument or instruments of transfer or
exchange must be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Old Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Company will determine, in its sole discretion, all
questions as to the form, validity, eligibility (including time of receipt) and
acceptance for exchange of any tender of Old Notes, which determination shall
be final and binding. The Company reserves the absolute right to reject any and
all tenders of any particular Old Notes not properly tendered or to not accept
any particular Old Notes which acceptance might, in the judgment of the Company
or its counsel, be unlawful. The Company also reserves the absolute right, in
its sole discretion, to waive any defects or irregularities or conditions of
the Exchange Offer as to any particular Old Notes either before or after the
expiration date (including the right to waive the ineligibility of any holder
who seeks to tender Old Notes in the Exchange Offer). The interpretation of the
terms and conditions of the Exchange Offer as to any particular Old Notes
either before or after the expiration date (including the Letter of Transmittal
and the instructions thereto) by the Company shall be final and binding on all
parties. Unless waived, any defects or irregularities in connection with the
tender of Old Notes for exchange must be cured within such reasonable period of
time as the Company shall determine. Neither the Company, the Exchange Agent
nor any other person shall be under any duty to give notification of any defect
or irregularity with respect to any tender of Old Notes for exchange, nor shall
any of them incur any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at its address
and telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, trust company or other nominee.
9. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Old Notes have been lost, destroyed or stolen, the holder should
promptly notify the Exchange Agent. The holder will then be instructed as to
the steps that must be taken in order to replace the certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen certificate(s) have been
followed.
10. SECURITY TRANSFER TAXES. Holders who tender their Old Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith, except that holders who instruct the Company to register New Notes
in the name of or request that Old Notes not tendered or not accepted in the
Exchange Offer to be returned to, a person other than the registered tendering
holder will be responsible for the payment of any applicable transfer tax
thereon.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF),
OR AN AGENT'S MESSAGE IN LIEU THEREOF, AND ALL OTHER REQUIRED
DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT
ON OR PRIOR TO THE EXPIRATION DATE.
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