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EXHIBIT 99.1
LETTER OF TRANSMITTAL
TNP ENTERPRISES, INC.
OFFER TO EXCHANGE ITS
14 1/2% SENIOR REDEEMABLE PREFERRED STOCK DUE 2011 (SERIES D)
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING
14 1/2% SENIOR REDEEMABLE PREFERRED STOCK DUE 2011 (SERIES C)
PURSUANT TO THE PROSPECTUS
DATED , 2000
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 2000, UNLESS THE OFFER IS EXTENDED
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
THE BANK OF NEW YORK
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BY REGISTERED OR CERTIFIED MAIL: BY OVERNIGHT DELIVERY/HAND:
The Bank of New York The Bank of New York
101 Barclay Street, 7 East Corporate Trust Service Window; Ground Level
New York, NY 10286 101 Barclay Street
Attn: Reorganization Section New York, NY 10286
Attn: Reorganization Section
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TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(212) 815-6331
FACSIMILE TRANSMISSIONS:
(212) 815-6339
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 the Old Senior
Preferred Stock (as defined below) if either Senior Preferred Stock is to be
forwarded herewith or if tenders of Old Senior Preferred Stock are to be made by
book-entry transfer to an account maintained by The Bank of New York (the
"Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the
procedures set forth in "The Exchange Offer-Procedures for Tendering the Old
Senior Preferred Stock" in the Prospectus.
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Holders of Old Senior Preferred Stock whose certificates (the
"Certificates") for such Old Senior Preferred Stock 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 Senior Preferred Stock according to the
guaranteed delivery procedures set forth in "The Exchange Offer-Procedures for
Tendering the Old Senior Preferred Stock" in the Prospectus.
DELIVERY OF DOCUMENTS TO THE COMPANY OR DTC DOES NOT CONSTITUTE DELIVERY TO
THE EXCHANGE AGENT.
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 SENIOR PREFERRED STOCK TENDERED
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Please Print Name and Principal Amount of Old Senior Preferred
Address of Registered Old Senior Preferred Stock Stock Tendered
Holder(s) Tendered (Attach additional (if Amount of Old Senior Preferred Stock
(Please Fill in if Blank) Certificate Number(s)* List if Necessary) Less Than All)**
----------------------- ---------------------- --------------------------- ----------------------------------------
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TOTAL AMOUNT TENDERED:
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* Need not be completed by book-entry holders.
** Old Senior Preferred Stock may be tendered in whole or in part in denominations of $1,000 and integral multiples thereof.
==================================================================================================================================
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BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:
[_] CHECK HERE IF TENDERED OLD SENIOR PREFERRED STOCK IS 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 SENIOR PREFERRED STOCK IS 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 Delivery____________________
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 SENIOR
PREFERRED STOCK IS TO BE RETURNED BY CREDITING THE DTC ACCOUNT NUMBER SET
FORTH ABOVE.
[_] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE OLD SENIOR PREFERRED
STOCK 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__________________________________________________________
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Ladies and Gentlemen:
The undersigned hereby tenders to TNP Enterprises, Inc. (the "Company"),
the above described initial liquidation preference of the Company's
14.50% Senior Redeemable Preferred Stock Due 2011 (Series C) (the "Old
Senior Preferred Stock") in exchange for a like initial liquidation preference
of the Company's 14.5% Senior Redeemable Preferred Stock Due 2011 (Series D)
(the "Registered Senior Preferred Stock") which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), upon the terms and
subject to the conditions set forth in the Company's prospectus dated [
], 2000 (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"):
Subject to and effective upon the acceptance for exchange of all or any
portion of the Old Senior Preferred Stock 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 Senior
Preferred Stock 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 Senior Preferred Stock, 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 Senior Preferred Stock 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 Registered Senior Preferred Stock to be issued in exchange for such Old
Senior Preferred Stock, (ii) present Certificates for such Old Senior Preferred
Stock for transfer, and to transfer the Old Senior Preferred Stock 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 Senior
Preferred Stock, 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
SENIOR PREFERRED STOCK TENDERED HEREBY AND THAT, WHEN THE SAME IS 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 SENIOR PREFERRED STOCK TENDERED HEREBY IS 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 SENIOR PREFERRED STOCK TENDERED HEREBY, AND THE UNDERSIGNED WILL COMPLY
WITH ITS OBLIGATIONS UNDER THE REGISTRATION RIGHTS
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AGREEMENT. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF THE TERMS OF THE
EXCHANGE OFFER.
The names(s) and address(es) of the registered holder(s) of the Old Senior
Preferred Stock tendered hereby should be printed above, if they are not already
set forth above, as they appear on the Certificate(s) representing such Old
Senior Preferred Stock. The Certificate number(s) and the Old Senior Preferred
Stock that the undersigned wishes to tender should be indicated in the
appropriate boxes above.
If any tendered Old Senior Preferred Stock is not exchanged pursuant to the
Exchange Offer for any reason, or if Certificates are submitted for more Old
Senior Preferred Stock than is tendered or accepted for exchange, Certificates
for such nonexchanged or nontendered Old Senior Preferred Stock will be returned
(or, in the case of Old Senior Preferred Stock tendered by book-entry transfer,
such Old Senior Preferred Stock 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 Senior Preferred Stock pursuant to any one of the procedures described in
"The Exchange Offer-Procedures for Tendering the Old Senior Preferred Stock" in
the Prospectus and in the instructions hereto will, upon the Company's
acceptance for exchange of such tendered Old Senior Preferred Stock, constitute
a binding agreement between the undersigned and the Company upon the terms and
subject to the conditions of the Exchange Offer. 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 Senior Preferred Stock
tendered hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Registered Senior
Preferred Stock be issued in the name(s) of the undersigned or, in the case of a
book-entry transfer of the Old Senior Preferred Stock, that such Registered
Senior Preferred Stock be credited to the account indicated above maintained at
DTC. If applicable, substitute Certificates representing the Old Senior
Preferred Stock not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Old Senior Preferred
Stock, will be credited to the account indicated above maintained at DTC.
Similarly, unless otherwise indicated under "Special Delivery Instructions,"
please deliver Registered Senior Preferred Stock to the undersigned at the
address shown below the undersigned's signature.
BY TENDERING OLD SENIOR PREFERRED STOCK AND EXECUTING THIS LETTER OF
TRANSMITTAL, THE UNDERSIGNED HEREBY REPRESENTS AND AGREES THAT: (1) THE
REGISTERED SENIOR PREFERRED STOCK ACQUIRED PURSUANT TO THE EXCHANGE OFFER IS
BEING ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE PERSON RECEIVING SUCH
REGISTERED SENIOR PREFERRED STOCK, WHETHER OR NOT THAT PERSON IS THE
UNDERSIGNED; (2) NEITHER THE UNDERSIGNED NOR ANY SUCH OTHER PERSON HAS AN
ARRANGEMENT OR UNDERSTANDING WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION
(WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH REGISTERED SENIOR PREFERRED
STOCK; (3) IF THE UNDERSIGNED IS NOT A BROKER-DEALER, OR IS A BROKER-DEALER BUT
WILL NOT RECEIVE REGISTERED SENIOR PREFERRED STOCK
4
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FOR ITS OWN ACCOUNT IN EXCHANGE FOR THE OLD SENIOR PREFERRED STOCK, NEITHER THE
UNDERSIGNED NOR ANY SUCH OTHER PERSON IS ENGAGED IN OR INTENDS TO PARTICIPATE IN
THE DISTRIBUTION (WITHIN THE MEANING OF THE SECURITIES ACT) OF SUCH REGISTERED
SENIOR PREFERRED STOCK; AND (4) NEITHER THE UNDERSIGNED NOR ANY SUCH OTHER
PERSON IS AN "AFFILIATE" OF THE COMPANY, AS DEFINED UNDER RULE 405 OF THE
SECURITIES ACT.
5
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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 BROKER-DEALER (A "PARTICIPATING BROKER-DEALER") IN
CONNECTION WITH THE RESALE OF THE REGISTERED SENIOR PREFERRED STOCK RECEIVED IN
EXCHANGE FOR THE OLD SENIOR PREFERRED STOCK WHERE SUCH OLD SENIOR PREFERRED
STOCK WAS ACQUIRED FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING ACTIVITIES
OR OTHER TRADING ACTIVITIES. EACH PARTICIPATING BROKER-DEALER THAT PARTICIPATES
IN THE EXCHANGE OFFER THAT RECEIVES THE REGISTERED SENIOR PREFERRED STOCK FOR
ITS OWN ACCOUNT PURSUANT TO THE EXCHANGE OFFER BY TENDERING SUCH OLD SENIOR
PREFERRED STOCK AND EXECUTING THIS LETTER OF TRANSMITTAL AGREES THAT IT WILL
DELIVER A PROSPECTUS IN CONNECTION WITH ANY RESALE OF SUCH REGISTERED SENIOR
PREFERRED STOCK. HOWEVER, BY SO ACKNOWLEDGING AND BY DELIVERING A PROSPECTUS, A
PARTICIPATING 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 FOR A PERIOD OF THE SHORTER OF 180 DAYS AFTER THE EXCHANGE OFFER IS
CONSUMMATED AND WHEN THE REGISTERED SENIOR PREFERRED STOCK ARE RESOLD, THE
COMPANY WILL USE ITS BEST EFFORTS TO MAKE THE PROSPECTUS, AS AMENDED OR
SUPPLEMENTED, AVAILABLE TO ANY PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION
WITH ANY SUCH RESALE. IN THAT REGARD, EACH PARTICIPATING BROKER-DEALER, BY
TENDERING SUCH OLD SENIOR PREFERRED STOCK AND EXECUTING 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 OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN ANY MATERIAL
RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR INCORPORATED BY REFERENCE
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING OR OF THE OCCURRENCE OF CERTAIN OTHER EVENTS SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING BROKER-DEALER WILL SUSPEND THE
SALE OF REGISTERED SENIOR PREFERRED STOCK 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 REGISTERED SENIOR PREFERRED STOCK MAY BE RESUMED, AS THE CASE MAY BE.
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.
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HOLDER(S) SIGN HERE
(See Instructions 1, 2 and 5)
(Please Complete Substitute Form W-9 on Page 13)
(Stockholder's 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 Senior Preferred Stock 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
(including such opinions of counsel, certifications and other information as may
be required by the Company or the trustee for the Old Senior Preferred Stock to
comply with the restrictions on transfer applicable to the Old Senior Preferred
Stock). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary
representative capacity, please set forth the signer's full title. See
Instruction 5.
________________________________________________________________________________
________________________________________________________________________________
(SIGNATURE(S) OF HOLDER(S))
Date____________________________________________________________________________
Name(s)_________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT)
Capacity (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)
Date____________________________________________________________________________
Name of Firm____________________________________________________________________
Capacity (full title)___________________________________________________________
(PLEASE PRINT)
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(include zip code)
Area Code and Telephone Number__________________________________________________
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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 Registered Senior To be completed ONLY if Registered Senior Preferred Stock or
Preferred Stock or Old Senior Preferred Stock Old Senior Preferred Stock not tendered is to be sent to
not tendered is to be issued in the name of someone other than the registered holder of the Old Senior
someone other than the registered holder of the Preferred Stock whose name(s) appear(s) above, or such
Old Senior Preferred Stock whose name(s) registered holder(s) at an address other than that shown
appear(s) above. above.
Issue: Send:
[_] Old Senior Preferred Stock not tendered, to: [_] Old Senior Preferred Stock not tendered, to:
[_] Registered Senior Preferred Stock, to: [_] Registered Senior Preferred Stock, to:
Name(s) _______________________________________ Name(s) _________________________________________
Address _______________________________________ Address _________________________________________
_________________________________________________ __________________________________________________
_________________________________________________ __________________________________________________
(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
Area Code and Telephone Number __________________ Area Code and Telephone Number ____________________
__________________________________________________ ____________________________________________________
_______________________________________________ _________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)) (TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER(S))
=================================================================================================================
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8
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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 either (a)
Certificates are to be forwarded herewith or (b) tenders are to be made pursuant
to the procedures for tender by book-entry transfer set forth in "The Exchange
Offer-Procedures for Tendering Old Senior Preferred Stock" in the Prospectus.
Certificates, or timely confirmation of a book-entry transfer of such Old Senior
Preferred Stock into the Exchange Agent's account at DTC, as well as this Letter
of Transmittal (or facsimile thereof), properly completed and duly executed,
with any required signature guarantees, and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address set
forth herein on or prior to the expiration date. Old Senior Preferred Stock may
be tendered in whole or in part in the principal amount of $1,000 and integral
multiples of $1,000.
Holders who wish to tender their Old Senior Preferred Stock and (i) whose
Old Senior Preferred Stock is not immediately available or (ii) who cannot
deliver their Old Senior Preferred Stock, this Letter of Transmittal and all
other required documents 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 Senior Preferred Stock by
properly completing and duly executing a Notice of Guaranteed Delivery pursuant
to the guaranteed delivery procedures set forth in "The Exchange Offer-
Procedures for Tendering the Old Senior Preferred Stock" 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 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 timely confirmation of a book-
entry transfer) representing all tendered Old Senior Preferred Stock, in proper
form for transfer, together with a Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees and
any other documents required by this Letter of Transmittal, must be received by
the Exchange Agent within three New York Stock Exchange, Inc. trading days after
the date such executed Notice of Guaranteed Delivery is received by the Exchange
Agent, 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 facsimile or registered or certified mail to the Exchange Agent, and must
include a guarantee by an Eligible Institution in the form set forth in such
Notice. For Old Senior Preferred Stock 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 or other entity identified
in Rule 17Ad-15 under the Exchange Act as "an eligible guarantor institution,"
including (as such terms are defined therein): (i) a bank; (ii) a broker,
dealer, municipal securities broker or dealer or government securities broker or
dealer; (iii) a credit union; (iv) a national securities exchange, registered
securities association or clearing agency; or (v) a savings association that is
a participant in a Securities Transfer Association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
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ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
The Company will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by execution of a Letter of Transmittal (or
facsimile 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 Senior Preferred Stock) of Old Senior Preferred Stock 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 Senior Preferred Stock 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.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Old Senior Preferred Stock Tendered" is inadequate, the
Certificate number(s) and/or the principal amount of Old Senior Preferred Stock
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. Tender of the Old Senior
Preferred Stock will be accepted only in the principal amount of $1,000 and
integral multiples thereof. If less than all the Old Senior Preferred Stock
evidenced by any Certificate submitted are to be tendered, fill in the principal
amount of the Old Senior Preferred Stock which are to be tendered in the box
entitled "Principal Amount of Old Senior Preferred Stock Tendered (If Principal
Amount of Old Senior Preferred Stock Less Than All)." In such case, new
Certificate(s) for the remainder of the Old Senior Preferred Stock that were
evidenced by your old Certificate(s) will only be sent to the holder of the Old
Senior Preferred Stock, promptly after the expiration date. All Old Senior
Preferred Stock 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 the Old Senior Preferred
Stock 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,
telegraphic, telex or facsimile transmission of such 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 Senior
Preferred Stock to be withdrawn, identify the Old Senior Preferred Stock being
withdrawn, including the initial liquidation preference of such Old Senior
Preferred Stock, and (if Certificates for Old Senior Preferred Stock have been
tendered) the name of the registered holder of the Old Senior Preferred Stock as
set forth on the Certificate for the Old Senior Preferred Stock, if different
from that of the person who tendered such Old Senior Preferred Stock. If
Certificates for the Old Senior Preferred Stock have been delivered or otherwise
identified to the Exchange Agent, then prior to the physical release of such
Certificates for the Old Senior Preferred Stock, the tendering holder must
submit the serial numbers shown on the particular Certificates for the Old
Senior Preferred Stock to be withdrawn and the signature on the notice of
withdrawal must be guaranteed by an Eligible Institution, except in the case of
Old Senior Preferred Stock tendered for the account of an
10
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Eligible Institution. If Old Senior Preferred Stock has been tendered pursuant
to the procedures for book-entry transfer set forth in "The Exchange Offer-
Procedures for Tendering the Old Senior Preferred Stock," the notice of
withdrawal must specify the name and number of the account at DTC to be credited
with the withdrawal of Old Senior Preferred Stock, in which case a notice of
withdrawal will be effective if delivered to the Exchange Agent by written,
telegraphic, telex or facsimile transmission. Withdrawals of tenders of Old
Senior Preferred Stock may not be rescinded. Old Senior Preferred Stock properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
expiration date by following any of the procedures described in the Prospectus
under "The Exchange Offer-Procedures for Tendering the Old Senior Preferred
Stock."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Company, any affiliates or assigns of the Company, the Exchange
Agent nor any other person shall be under any duty to give any notification of
any irregularities in any notice of withdrawal or incur any liability for
failure to give any such notification. Any Old Senior Preferred Stock which has
been tendered but which are withdrawn will be returned to the holder thereof
without cost to such holder promptly after the expiration 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
Senior Preferred Stock 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 Senior Preferred Stock tendered hereby is owned of record
by two or more joint owners, all such owners must sign this Letter of
Transmittal. If any tendered Old Senior Preferred Stock is registered in
different name(s) 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 Note powers 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 must submit proper evidence
satisfactory to the Company, in its sole discretion, of such persons' authority
to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Old Senior Preferred Stock listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate Note power(s) are required unless Registered Senior
Preferred Stock is to be issued in the name of a person other than the
registered holder(s). Signature(s) on such Certificate(s) or Note power(s) must
be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Old Senior Preferred Stock listed, the Certificates
must be endorsed or accompanied by appropriate Note powers, signed exactly as
the name or names of the registered owner(s) appear(s) on the Certificates, and
also must be accompanied by such opinions of counsel, certifications and other
information as the Company or the Trustee for the Old Senior Preferred Stock may
require in accordance with the restrictions on transfer applicable to the Old
Senior Preferred Stock. Signature(s) on such Certificate(s) or Note powers must
be guaranteed by an Eligible Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If Registered Senior
Preferred Stock is to be issued in the name of a person other than the signer of
this Letter of
11
<PAGE>
Transmittal, or if Registered Senior Preferred Stock 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 of Old Senior Preferred Stock 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 of documents, validity, eligibility (including time
of receipt) and acceptance for exchange of any tender of Old Senior Preferred
Stock, which determination shall be final and binding on all parties. The
Company reserves the absolute right to reject any and all tenders determined by
it not to be in proper form or the acceptance of which, or exchange for, may, in
the view of counsel to the Company, be unlawful. The Company also reserves the
absolute right, subject to applicable law, to waive any of the conditions of the
Exchange Offer set forth in the Prospectus under "The Exchange Offer-Certain
Conditions to the Exchange Offer" or any conditions or irregularity in any
tender of Old Senior Preferred Stock of any particular holder whether or not
similar conditions or irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange Offer
(including this Letter of Transmittal and the instructions hereto) will be final
and binding. No tender of Old Senior Preferred Stock will be deemed to have been
validly made until all irregularities with respect to such tender have been
cured or waived. Neither the Company, any affiliates or assigns of the Company,
the Exchange Agent, nor any other person shall be under any duty to give
notification of any irregularities in tenders or incur any liability for failure
to give such notification.
8. 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. 31% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a holder whose tendered Old Senior Preferred Stock is accepted for
exchange is required to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the holder or other payee to a $50 penalty. In
addition, payments to such holders or other payees with respect to Old Senior
Preferred Stock exchanged pursuant to the Exchange Offer may be subject to 31%
backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification Number is completed, the Exchange Agent will
withhold 31% of all payments made prior to the time a properly certified TIN is
provided to the Exchange Agent. The Exchange Agent will retain such amounts
withheld during the 60 day period following the date of the Substitute Form W-9.
If the holder furnishes the Exchange Agent with its TIN within 60 days after the
date of the Substitute Form W-9, the amounts retained during the 60 day period
will be remitted to the holder and no further amounts shall be retained or
withheld from payments made to the holder thereafter. If, however, the holder
has not provided the Exchange Agent with its TIN within such 60 day period,
amounts withheld will be remitted to the IRS as backup withholding. In
addition, 31% of all payments made thereafter will be withheld and remitted to
the IRS until a correct TIN is provided.
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<PAGE>
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Old Senior Preferred Stock or of the last transferee appearing on the
transfers attached to, or endorsed on, the Old Senior Preferred Stock. If the
Old Senior Preferred Stock is registered in more than one name or are not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report. Certain holders (including, among others,
corporations, financial institutions and certain foreign persons) may not be
subject to these backup withholding and reporting requirements. Such holders
should nevertheless complete the attached Substitute Form W-9 below, and write
"exempt" on the face thereof, to avoid possible erroneous backup withholding. A
foreign person may qualify as an exempt recipient by submitting a properly
completed IRS Form W-8, signed under penalties of perjury, attesting to that
holder's exempt status. Please consult the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional guidance on which holders are exempt from backup withholding. Backup
withholding is not an additional U.S. Federal income tax. Rather, the U.S.
Federal income tax liability of a person subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in an overpayment
of taxes, a refund may be obtained.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Old Senior Preferred Stock 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.
11. SECURITY TRANSFER TAXES. Holders who tender their Old Senior
Preferred Stock for exchange will not be obligated to pay any transfer taxes in
connection therewith. If, however, Registered Senior Preferred Stock is to be
delivered to, or are to be issued in the name of, any person other than the
registered holder of the Old Senior Preferred Stock tendered, or if a transfer
tax is imposed for any reason other than the exchange of Old Senior Preferred
Stock in connection with the Exchange Offer, then the amount of any such
transfer tax (whether imposed on the registered holder or any other persons)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR FACSIMILE THEREOF) AND ALL OTHER
REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE
EXPIRATION DATE.
13
<PAGE>
TO BE COMPLETED BY ALL
TENDERING SECURITY HOLDERS
(SEE INSTRUCTION 9)
PAYER'S NAME: TNP ENTERPRISES, INC.
<TABLE>
<CAPTION>
<S> <C> <C>
SUBSTITUTE Part 1 - PLEASE PROVIDE YOUR TIN ON THE LINE AT RIGHT AND CERTIFY BY TIN______________________
FORM W-9 SIGNING AND DATING BELOW Social Security Number or
Employer Identification Number
Department of the Treasury NAME (Please Print) Part 2
Internal Revenue Service -----------------------------------------------
Awaiting
Payor's Request for Taxpayer ADDRESS
Identification Number (TIN) ----------------------------------------
and Certification CITY
----------------------------------------
STATE ZIP CODE TIN [_]
-------------------------- ------
Part 3 - CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
(1) the number shown on this form is my correct taxpayer identification
number (or I am waiting for a number to be issued to me), (2) I am not
subject to backup withholding either because (i) I am exempt from backup
withholding, (ii) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (iii) the IRS has
notified me that I am not longer subject to backup withholding, and (3)
any other information provided on this form is true and correct.
SIGNATURE DATE
You must cross out item (iii) in Part (2) above if you have been
notified by the IRS that you are subject to backup withholding because
of underreporting interest or dividends on your tax return and you have
not been notified by the IRS that you are no longer subject to backup
withholding.
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY, IN CERTAIN CIRCUMSTANCES,
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTION FORM W-9 FOR ADDITIONAL DETAILS.
--------------------------------------------------------------------------------
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 mail or deliver an application in the near future. I understand
that if I do not provide a taxpayer identification number by the time of
payment, 31% of all payments made to me on account of the Registered Senior
Preferred Stock shall be retained until I provide a taxpayer identification
number to the Exchange Agent and that, if I do not provide my taxpayer
identification number within 60 days, such retained amounts shall be remitted
to the Internal Revenue Service as backup withholding and 31% of all reportable
payments made to me thereafter will be withheld and remitted to the Internal
Revenue Service until I provide a taxpayer identification number.
Signature Date
------------ --------------------------------------------
14
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number To Give the Payer--
Social Security numbers have nine digits separated by two hyphens: i.e., 000-
00-0000. Employer identification numbers have nine digs separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to
give the payer.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
For this type of account: Give the For this type of account: Give the
SOCIAL EMPLOYER
SECURITY IDENTIFICATION
number of-- number of--
------------------------------------------------------------------------------------------------------------------------------
1. An individual's account The individual 6. Sole Proprietorship The owner(3)
2. Two or more The actual owner of the account or, 7. A valid trust, estate, or The legal entity(4)
individuals (joint if combined funds, the first pension trust The corporation
account) individual on the account(1) 8. Corporate account The organization
The minor(2) 9. Religious, charitable, or
3. Custodian account of a The grantor-trustee(1) educational organization account The partnership
minor (Uniform Gift to 10. Partnership The organization
Minors Act) The actual owner(1) 11. Association, club, or
4. a. The usual other tax-exempt organization The broker or nominee
revocable savings trust The owner(3) 12. A broker or registered The public entity
account (grantor is also nominee
trustee) 13. Account with the
b. So-called trust Department of Agriculture in
account that is not a the name of a public entity
legal or valid trust (such as a State or local
under State law government, school district, or
5. Sole proprietorship prison) that receives
agricultural program payments
</TABLE>
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has an SSN, that person's number must be
furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show your individual name. You may also enter your business name. You may
use either your Social Security Number or your Employer Identification
Number.
(4) List first and circle the name of the legal trust, estate or pension trust.
(Do not furnish the identifying number 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.
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<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Page 2
Obtaining a Number
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
Payees Exempt from Backup Withholding
Payees specifically exempted from backup withholding on ALL payments include the
following:
. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.
. A registered dealer in securities or commodities registered in the U.S. or a
possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
. Payments of interest not generally subject to backup withholding include the
following:
. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
. Payments described in section 6049(b)(5) of the Code to non-resident aliens.
. Payments on tax-free covenant Notes under section 1451 of the Code.
. Payments made by certain foreign organizations.
Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL
REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041A(a), 6045, 6050A and 6050N of
the Code and the regulations promulgated thereunder. Privacy Act Notice.--
Section 6109 requires most recipients of dividend, interest, or other payments
to give taxpayer identification numbers to payers who must report the payments
to IRS. The IRS uses the numbers for identification purposes. Payers must be
given the numbers whether or not recipients are required to file tax returns.
Payers must generally withhold 31% of taxable interest, dividends, and certain
other payments to a payee who does not furnish a taxpayer identification number
to a payer. Certain penalties may also apply.
Penalties
(1) Penalty for Failure to Furnish Taxpayer Identification Number--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to wilful neglect.
(2) Civil Penalty for False Information with Respect to Withholding--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) Criminal Penalty for Falsifying Information.--Wilfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
16
