<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
Sterling Bancorp
................................................................................
(Name of Issuer)
Sterling Bancorp
................................................................................
(Name of Person(s) Filing Statement)
Floating Interest Rate Convertible Subordinated Debentures, Third Series,
due July 1, 1996
................................................................................
(Title of Class of Securities)
859158AD9
................................................................................
(CUSIP Number of Class of Securities)
Jerrold Gilbert, 540 Madison Avenue (Second Floor), New York, N.Y. 10022 (212)
826-8044
................................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
June 9, 1994
................................................................................
(Date Tender Offer First Published,
Sent or Given to Security Holders)
Calculation of Filing Fee
----------------------------------------------------------
Transaction
valuation* Amount of Filing Fee
$11,985,000 $2,397
----------------------------------------------------------
* Maximum Principal amount of Debentures to be exchanged
[ ] Check box if any part of the fee is offset as provided by Rule
Q-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number or the Form or Schedule and the date of its filing
Amount Previously Paid:
---------------------------------------------------------
Form or Registration Number:
----------------------------------------------------
Filing Party:
-------------------------------------------------------------------
Date Filed:
--------------------------
<PAGE> 2
ITEM 1. SECURITY AND ISSUER
<TABLE>
<S> <C>
(a) Sterling Bancorp, 540 Madison Avenue, New York, New York 10022
(b) The issuer is offering to exchange for all of its outstanding Floating Interest
Rate Convertible Subordinated Debentures, Third Series, due July 1, 1996 ("Third
Series Debentures") outstanding in the principal amount of $11,985,000 on May 31,
1994, an equal principal amount of Floating Interest Rate Convertible Subordinated
Debentures, Series V, due July 1, 2001 ("New Debentures").
(c) The Third Series Debentures are traded on the New York Stock Exchange, although
trading in these securities is sporadic. The following table sets forth high and
low prices for quarterly periods commencing April 1, 1992 and thereafter:
</TABLE>
<TABLE>
<CAPTION>
PERIOD HIGH LOW
------------------------------- -------- --------
<S> <C> <C>
Quarter Ended, June 30, 1992 $92.25 $88.50
Quarter Ended, September 30, 1992 94.00 92.00
Quarter Ended, December 31, 1992 88.50 88.00
Quarter Ended, March 31, 1993 95.25 91.25
Quarter Ended, June 30, 1993 94.00 92.50
Quarter Ended, September 30, 1993 93.50 92.75
Quarter Ended, December 31, 1993 95.75 94.25
Quarter Ended, March 31, 1994 99.75 93.88
April 1 through June 3, 1994 100.00 97.00
</TABLE>
ITEM 2. SOURCE AND AMOUNT OF TENDER OR OTHER CONSIDERATION
NOT APPLICABLE
2
<PAGE> 3
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS AND PROPOSALS OF THE ISSUER OR
AFFILIATE.
The Third Series Debentures are due July 1, 1996. The purpose
of the tender offer is to refund them in whole or part through
the issuance of New Debentures in exchange therefor, Third
Series Debentures which are exchanged for New Debentures will
be retired. Depending on the amount of Third Series
Debentures remaining outstanding after the exchange offer is
concluded, the Issuer will consider whether to retire the
remainder at or before maturity and what, if any, other
refunding steps should be taken.
Except to the extent indicated in the preceding paragraph, the
Issuer has no plans or proposals of the type enumerated in
Item 3 of Schedule 13E-4.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER
There have been no transactions in the Third Series Debentures
by the Issuer or any of its executive officers, directors or
any associate or subsidiary thereof since April 1, 1994.
Transactions by such persons since such date in the Issuer's
common stock were as follows:
Louis J. Cappelli, Chairman, Chief Executive Officer and a
Director of the Issuer, John C. Millman, President and a
Director of the Issuer, and Jerrold Gilbert, Executive Vice
President, General Counsel and Secretary of the Issuer,
participate through voluntary payroll deductions in the
Sterling Bancorp/Sterling National Bank 401(k) Sterling
Bancorp Stock Fund which made purchases as follows (the shares
allocable for Messrs. Cappelli, Millman and Gilbert,
respectively, are shown in parenthesis): On April 15, 1994,
400 shares (111; 87; 77) were purchased at a price of $7.125;
on April 20, 1994, 300 shares (83; 65; 57) were purchased at a
price of $7.125 and on April 22, 1994 200 shares (55; 43;38)
were purchased at a price of $7.25. In addition, Mr. Millman
purchased 200 shares on April 18, 1994 at a price of $7.00
per share, and Mr. Gilbert purchased 200 shares on May 3, 1994
at a price of $7.00 per share.
3
<PAGE> 4
ITEM 5. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE ISSUERS SECURITIES.
NONE
ITEM 6. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
NONE
ITEM 7. FINANCIAL INFORMATION
The information contained in the Selected Financial Data and
Ratios of Earnings to Fixed Charges on pages 6 and 7 of the
Offering Circular filed as an Exhibit herewith is incorporated
by reference herein.
ITEM 8. ADDITIONAL INFORMATION
Not applicable.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a) Offering circular for exchange offer and covering letter.
(b) Letter of Transmittal
SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is
true, correct and complete.
/s/ John C. Millman
-------------------------
June 8, 1994 John C. Millman
President
4
<PAGE> 5
EXHIBIT INDEX
-------------
(a) Offering circular for exchange offer and covering letter.
(b) Letter of Transmittal
<PAGE> 1
[STERLING BANCORP LETTERHEAD OF LOUIS J. CAPPELLI]
June 9, 1994
To: Holders of our Floating Interest Rate Convertible Subordinated
Debentures, Third Series, due 1996 ("Third Series Debentures")
The Company is offering you the opportunity to exchange your Third Series
Debentures, which will come due on July 1, 1996 for a new series of debentures:
the New Debentures are titled Floating Interest Rate Convertible Subordinated
Debentures, Series V, due July 1, 2001 and are similar to your Third Series
Debentures in interest rate and most other provisions, except that they permit
you by exchanging to extend the maturity of your debentures and to obtain an
improved conversion privilege: the New Debentures have a conversion price of
$8.75 as compared to the $12.00 conversion price of the Third Series Debentures.
If you elect to exchange, you will not lose any interest payment; the July
1, 1994 interest payment will be made on all Third Series Debentures and
exchanging holders will also be paid interest to August 1, 1994, the date from
which interest will accrue on the New Debentures.
The Company's purpose in making the Exchange Offer is to refund the Third
Series Debentures which will come due July 1, 1996. After the Exchange Offer is
completed, the Company will consider whether to retire remaining Third Series
Debentures at or before maturity.
You are urged to read the enclosed Offering Circular carefully. The
enclosed Letter of Transmittal is for your use in submitting your debenture
certificates, to the Exchange Agent, United States Trust Company of New York.
Cordially,
s/ Louis Cappelli
<PAGE> 2
OFFERING CIRCULAR
STERLING BANCORP
OFFER TO EXCHANGE ITS
FLOATING INTEREST RATE CONVERTIBLE SUBORDINATED
DEBENTURES, SERIES V, DUE 2001
FOR ANY AND ALL OF ITS
FLOATING INTEREST RATE CONVERTIBLE SUBORDINATED
DEBENTURES, THIRD SERIES, DUE 1996
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME, ON JULY 29, 1994
Sterling Bancorp (the "Company") hereby offers, upon the terms and subject
to the conditions set forth in this Offering Circular and in the accompanying
Letter of Transmittal (which together constitute the "Exchange Offer"), to
exchange $1,000 principal amount of its Floating Interest Rate Convertible
Subordinated Debentures, Series V, due July 1, 2001 (the "New Debentures") for
each $1,000 principal amount of its Floating Interest Rate Convertible
Subordinated Debentures, Third Series, due July 1, 1996 (the "Third Series
Debentures"), of which $11,985,000 in principal amount was outstanding as of May
31, 1994.
The New Debentures will be convertible into the Company's Common Shares at
$8.75 per share, will mature on July 1, 2001 and may not be redeemed prior to
August 1, 1997, unless for a period of 30 consecutive business days the closing
price of the Common Shares has been at least 140% of the conversion price and
the Company gives at least 30 days' notice of its intention to redeem. In other
respects the terms of the New Debentures are like those of the Third Series
Debentures (which are convertible into the Company's Common Shares at $12.00 per
share and mature on July 1, 1996). See "Summary Comparison of Principal Terms of
Third Series Debentures and New Debentures."
Upon the terms and subject to the conditions of the Exchange Offer, the
Company will accept for exchange any and all Third Series Debentures properly
tendered prior to 5:00 p.m., New York City time on July 29, 1994, unless
extended at the option of the Company (the "Expiration Date"). Tenders of Third
Series Debentures may be withdrawn at any time prior to the Expiration Date. See
"The Exchange Offer-- Withdrawal Rights." The Company will deliver New
Debentures as soon as practicable following the Expiration Date.
The Common Shares and Third Series Debentures are traded on the New York
Stock Exchange ("NYSE") and application will be made to list the New Debentures
and the Common Shares issuable upon conversion of the New Debentures on the
NYSE. On June 7, 1994, the closing price of the Common Shares on the NYSE was
$7.00 per share.
Interest on the New Debentures will accrue from August 1, 1994. Accrued
interest from July 1, 1994, the day to which interest will be paid on all Third
Series Debentures, to August 1, 1994 will be paid on all Third Series Debentures
exchanged.
The Exchange Offer is not conditioned upon any minimum principal amount of
Third Series Debentures being tendered for exchange and is subject only to
certain customary conditions described under "The Exchange Offer--Conditions of
the Exchange Offer," certain of which may be waived by the Company.
THE DATE OF THIS OFFERING CIRCULAR IS JUNE 9, 1994.
<PAGE> 3
The Exchange Offer is being made by the Company in reliance upon the
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), afforded by Section 3(a)(9) thereof. The
Company, therefore, will not pay any commission or other remuneration to any
broker, dealer, salesman, or other person for soliciting tenders of the Third
Series Debentures. Regular employees of the Company and its subsidiaries, who
will not receive additional compensation therefor, may solicit exchanges from
holders of the Third Series Debentures.
No person has been authorized to give any information or to make any
representations in connection with the Exchange Offer other than those contained
in this Offering Circular. If given or made, the information or representations
should not be relied upon as having been authorized by the Company. The delivery
of this Offering Circular shall not, under any circumstances, imply that the
information herein is correct as of any time subsequent to its date.
This Offering Circular does not constitute an offer to any person in any
jurisdiction in which any such offer would be unlawful, and the Company will not
accept tenders from holders of Third Series Debentures in any jurisdiction in
which such acceptance would not be in compliance with applicable securities or
blue sky laws of such jurisdiction.
ADDITIONAL INFORMATION
United States Trust Company of New York has agreed to provide certain
services as Exchange Agent in connection with the Exchange Offer. Holders of
Third Series Debentures who require assistance should contact the Company,
attention Jerrold Gilbert, Secretary, at 540 Madison Avenue, New York, New York
10022, (212) 826-8044 (call collect) or the Exchange Agent at 114 West 47th
Street, New York, New York 10036-1532 (attention: Corporate Trust Department),
(800) 548-6565.
2
<PAGE> 4
OFFERING SUMMARY
The following is a summary of certain features of the Exchange Offer and
other matters, and all statements contained herein are qualified in their
entirety by reference to the more detailed information included elsewhere in
this Offering Circular.
THE COMPANY
Sterling Bancorp (the "Company") is a bank holding company, incorporated in
New York, which directly or through subsidiaries engages in commercial banking
and other financial services. The Company owns virtually 100% of Sterling
National Bank & Trust Company of New York (the "bank").
The Company's principal executive offices are located at 540 Madison
Avenue, New York, New York 10022. Its telephone number is (212) 826-8000.
PURPOSE OF THE EXCHANGE OFFER
The Third Series Debentures are due July 1, 1996. The purpose of the
exchange offer is to refund them in whole or part through the issuance of New
Debentures in exchange therefor. Depending on the amount of Third Series
Debentures remaining outstanding after the exchange offer is concluded, the
Company will consider whether to retire the remainder at or before maturity and
what, if any, other refunding steps should be taken.
THE EXCHANGE OFFER
<TABLE>
<S> <C>
THE OFFERING.................. The Company is offering to exchange $1,000 principal amount
of its New Debentures for each $1,000 principal amount of
Third Series Debentures properly tendered and accepted for
exchange in the Exchange Offer. See "The Exchange
Offer--Terms of the Exchange Offer."
EXPIRATION DATE............... 5:00 p.m., New York City time, on July 29, 1994, unless
extended by the Company. See "The Exchange Offer--Expiration
Date; Extensions; Termination; Amendments."
WITHDRAWAL OF TENDERS......... Tenders of Third Series Debentures may be withdrawn at any
time prior to the Expiration Date. See "The Exchange
Offer--Withdrawal Rights."
ACCRUAL OF INTEREST ON THE NEW
DEBENTURES.................. Interest on the New Debentures will accrue commencing August
1, 1994. Interest from July 1, 1994, the day to which
interest will be paid on the Third Series Debentures to
August 1, 1994 will be paid with regard to all Third Series
Debentures exchanged.
ACCEPTANCE OF THIRD SERIES AND
DELIVERY OF NEW
DEBENTURES.................. The Company will accept for exchange any and all Third Series
Debentures which are properly tendered in the Exchange Offer
prior to 5:00 p.m., New York City time, on the Expiration
Date. The New Debentures to be issued pursuant to the
Exchange Offer will be delivered promptly following the
Expiration Date. See "The Exchange Offer-- Acceptance of
Third Series Debentures for Exchange; Delivery of New
Debentures."
CONDITIONS OF THE EXCHANGE
OFFER....................... The Company's obligation to consummate the Exchange Offer is
not conditioned upon any minimum principal amount of Third
Series De-
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C>
bentures being tendered for exchange. The Exchange Offer is,
however, subject to certain customary conditions, certain of
which may be waived by the Company. See "The Exchange
Offer--Conditions of the Exchange."
PROCEDURES FOR TENDERING THIRD
SERIES DEBENTURES........... Each holder of Third Series Debentures wishing to accept the
Exchange Offer must complete and sign the Letter of
Transmittal, in accordance with the instructions contained
herein and therein, and forward or hand deliver such Letter
of Transmittal to the Exchange Agent at one of the addresses
set forth herein and therein. Any holder of Third Series
Debentures whose Third Series Debentures are registered in
the name of a broker, dealer, commercial bank, trust company
or nominee is urged to contact such registered holder
promptly if such holder wishes to accept the Exchange Offer.
Holders whose certificates representing their Third Series
Debentures are not immediately available or who cannot
deliver their certificates or any other required documents to
the Exchange Agent prior to 5:00 p.m., New York City time, on
the Expiration Date may tender their Third Series Debentures
pursuant to the guaranteed delivery procedure set forth
herein. See "The Exchange Offer--Procedures for Tendering"
and "--Guaranteed Delivery Procedure."
CERTAIN FEDERAL INCOME TAX
CONSEQUENCES................ For a discussion of certain Federal income tax consequences
to exchanging holders of Third Series Debentures and to the
Company, see "Certain Federal Income Tax Consequences."
TRADING....................... The Company's Common Shares and the Third Series Debentures
are traded on the New York Stock Exchange ("NYSE") and
application will be made to list the New Debentures on the
NYSE.
EXCHANGE AGENT................ United States Trust Company of New York. See "The Exchange
Offer --Exchange Agent."
FURTHER INFORMATION........... For further information, please contact the Company,
attention Jerrold Gilbert, Secretary, at (212) 826-8044 (call
collect), or the Exchange Agent at (800) 548-6565.
</TABLE>
4
<PAGE> 6
SUMMARY COMPARISON OF PRINCIPAL TERMS OF THIRD SERIES
DEBENTURES AND NEW DEBENTURES
<TABLE>
<CAPTION>
THE THIRD SERIES DEBENTURES THE NEW DEBENTURES
------------------------------- -------------------------------
<S> <C> <C>
INTEREST................... Floating rate equal to one half Same.
of one percent ( 1/2%) above
the daily prime rate of
Chemical Bank (successor to
Manufacturers Hanover Trust
Company which was named as the
reference bank in the indenture
relating to the Third Series
Debentures) from time to time
in effect on a trailing 30-day
basis.
MATURITY................... July 1, 1996 July 1, 2001.
CONVERSION................. Convertible into Common Shares Convertible into Common Shares
at $12 per share. The at $8.75 per share. The
conversion price is subject to conversion price is subject to
adjustment to prevent dilution adjustment to prevent dilution
in certain events. in the same events as the Third
Series.
RANKING.................... Unsecured general obligations Same. New Debentures will rank
of the Company subordinate to on a par (pari passu) with
all existing and future Senior Third Series Debentures that
Indebtedness of the Company (as remain outstanding after the
defined), which totalled Exchange Offer and with the
approximately $16.5 million at Company's Floating Interest
April 30, 1994. Rate Convertible Subordinated
Debentures, Fourth Series, due
1998, approximately $14.8
million principal amount of
which was outstanding at March
31, 1994.
REDEMPTION AT OPTION OF THE
COMPANY.................. Redeemable at any time in whole No redemption may be made prior
or in part at the option of the to August 1, 1997 unless the
Company at the principal closing price of the Common
amount, together with accrued Shares for a period of 30
interest. consecutive trading days has
been at least 140% of the
conversion price and the
Company gives at least 30 days
notice of its intention to
redeem. Otherwise, redeemable
at any time in whole or in part
at the option of the Company at
the principal amount, together
with accrued interest.
</TABLE>
5
<PAGE> 7
SELECTED FINANCIAL DATA
STERLING BANCORP AND SUBSIDIARIES
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31, QUARTERS ENDED MARCH 31,
--------------------------- ---------------------------
1993 1992 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Total interest income................. $ 32,540,225 $ 30,571,788 $ 9,158,416 $ 7,916,257
Total interest expense................ 10,167,937 11,510,043 2,885,971 2,496,207
Net interest income................... 22,372,288 19,061,745 6,272,445 5,420,050
Provision for possible loan losses.... 690,000 1,290,000 190,000 160,000
Noninterest income.................... 3,871,276 5,249,962 997,386 876,966
Noninterest expenses.................. 19,770,442 18,659,177 5,328,703 4,755,475
Income before taxes................... 5,783,122 4,362,530 1,751,128 1,381,541
Provision for income taxes............ 2,627,725 1,785,316 840,661 639,777
Net income............................ 3,155,397 2,577,214 910,467 741,764
Average number of common shares
outstanding
Primary............................. 6,351,040 6,342,327 6,359,132 6,345,940
Fully diluted....................... 8,734,423 --* 8,781,961 8,666,192
Net income per average common share
Primary............................. 0.50 0.41 0.14 0.12
Fully diluted....................... 0.47 --* 0.13 0.11
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
--------------------------- ---------------------------
1993 1992 1994 1993
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Investment securities................. $286,815,791 $219,570,835 $345,372,885 $249,715,612
Loans, net of unearned discounts...... 298,750,821 288,790,639 227,202,500 226,411,576
Excess cost over equity in net assets
of the banking subsidiary........... 21,158,440 21,158,440 21,158,440 21,158,440
Total assets.......................... 653,039,241 578,248,287 642,040,359 551,789,960
Noninterest-bearing deposits.......... 174,088,971 159,234,582 135,807,652 120,563,295
Interest-bearing deposits............. 298,896,955 296,924,857 277,893,051 275,104,430
Total debt............................ 117,551,364 61,650,175 164,281,417 95,541,770
Total liabilities..................... 600,159,589 528,098,282 589,232,665 501,208,686
Shareholders' equity.................. 52,856,675 50,150,005 52,777,058 50,581,274
Book value per common share........... 8.31 7.90 8.30 7.97
Tangible book value per common
share............................... 4.98 4.56 4.97 4.63
</TABLE>
*Net income per average common share assuming full dilution has not been
presented because the effects would be antidilutive.
6
<PAGE> 8
THE COMPANY
Sterling Bancorp (the "Company") is a bank holding company, incorporated in
New York, which directly or through subsidiaries, engages in commercial banking
and other financial services. The Company owns virtually 100% of Sterling
National Bank & Trust Company of New York (the "bank"). The Company is a legal
entity separate and distinct from the bank and the Company's non-bank
subsidiaries.
While the Company generates income from its own operations, it also relies
for its cash requirements on funds maintained or generated by its subsidiaries,
principally the bank. Such sources have been adequate to meet the Company's cash
requirements throughout its history. At April 30, 1994, the Company had
approximately $11,450,000 in cash and interest bearing deposits with banks.
Various legal restrictions limit the extent to which the bank can supply
funds to the Company and its non-bank subsidiaries. All national banks are
limited in the payment of dividends without the approval of the Comptroller of
the Currency (the Comptroller) to an amount not to exceed the net profits (as
defined) for that year to date combined with its retained net profits for the
preceding two calendar years. The bank with the Comptroller's approval paid
dividends aggregating $37,330,000 in 1992 (significantly exceeding net profits)
and in 1993 paid dividends substantially equal to the bank's net profits for the
year ended December 31, 1993.
In addition, from time to time dividends are paid to the Company by other
subsidiaries from their retained earnings without regulatory restrictions.
At April 30, 1994, the Company's outstanding long-term debt, consisting
principally of Convertible Subordinated Debentures (originally issued pursuant
to rights offerings to shareholders of the Company), aggregated $29,263,000. To
the extent Debentures are converted to common stock of the Company (as has been
the case with $11,000,000 principal amount since 1982), the subordinated debt
related thereto is retired and becomes part of shareholders' equity. The
Company's long-term indebtedness is also met through funds generated from
profits and new financing. Since becoming a public company in 1946, the Company
and its predecessors have been able to obtain the financing required and have
paid at maturity all outstanding long-term indebtedness. The Company expects to
continue to meet its obligations in accordance with their terms.
At April 30, 1994, the Company's short-term debt, consisting of commercial
paper, was approximately $13,800,000. The Company had cash, interest-bearing
deposits with banks and other current assets aggregating approximately
$28,300,000 and back-up credit lines with banks of $15,000,000. The Company and
its predecessor have issued and repaid at maturity commercial paper aggregating
billions of dollars since 1955. Since 1979, the Company has had no need to use
available back-up lines of credit.
RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
QUARTER ENDED YEARS ENDED
MARCH 31, DECEMBER 31,
---------------- ----------------
1994 1993 1993 1992
------ ------ ------ ------
<S> <C> <C> <C> <C>
Excluding Interest on Deposits.................... 2.19x 2.59x 2.42x 2.10x
Including Interest on Deposits.................... 1.59x 1.53x 1.55x 1.37x
</TABLE>
The ratios include the earnings and fixed charges of the Company and its
subsidiaries. Earnings represent net income plus provision for income taxes and
fixed charges. Fixed charges, excluding interest on deposits, represent all
interest expense (except interest on deposits) including amortization of
discounts and issuance costs plus one-third of net rental expense. Fixed
charges, including interest on deposits, represent all interest expense
including amortization of discounts and issuance costs plus one-third of net
rental expense.
RECENT TRANSACTIONS IN SECURITIES OF THE COMPANY
There have been no transactions in the Third Series Debentures by the
Company or any of its executive officers, directors or any associate or
subsidiary thereof since April 1, 1994. Transactions by such persons since such
date in the Company's Common Shares were as follows: Louis J. Cappelli,
Chairman, Chief Executive Officer and a Director of the Company, John C.
Millman, President and a Director of the Company, and Jerrold Gilbert, Executive
Vice President, General Counsel and Secretary of the Company, participate
through voluntary payroll deductions in the Sterling Bancorp/Sterling National
Bank 401(k) Sterling
7
<PAGE> 9
Bancorp Stock Fund which made purchases as follows (the shares allocable for
Messrs. Cappelli, Millman and Gilbert, respectively, are shown in parentheses):
On April 15, 1994, 400 shares (111; 87; 77) were purchased at a price of $7.125;
on April 20, 1994, 300 shares (83; 65; 57) were purchased at a price of $7.125
and on April 22, 1994 200 shares (55; 43; 38) were purchased at a price of
$7.25. In addition, Mr. Millman purchased 200 shares on April 18, 1994 at a
price of $7.00 per share, and Mr. Gilbert purchased 200 shares on May 3, 1994 at
a price of $7.00 per share.
PRICE RANGE OF COMMON SHARES AND THIRD SERIES DEBENTURES
THE COMMON SHARES
The Common Shares are traded on the NYSE. The following table sets forth
the range of high and low prices on the NYSE for the Common Shares for the
fiscal quarters indicated.
<TABLE>
<CAPTION>
1992 HIGH LOW
----------------------------------------------------------------------- ---- ---
<S> <C> <C>
Second Quarter......................................................... $9 3/8 $7 1/2
Third Quarter.......................................................... 8 3/8 7 1/8
Fourth Quarter......................................................... 9 1/4 7 5/8
</TABLE>
<TABLE>
<CAPTION>
1993
-----------------------------------------------------------------------
<S> <C> <C>
First Quarter.......................................................... 9 1/8 8 1/8
Second Quarter......................................................... 8 1/2 7 1/8
Third Quarter.......................................................... 8 1/4 6 7/8
Fourth Quarter......................................................... 8 5/8 7 5/8
</TABLE>
<TABLE>
<CAPTION>
1994
-----------------------------------------------------------------------
<S> <C> <C>
First Quarter.......................................................... 7 3/4 7
Second Quarter (through June 3, 1994).................................. 7 1/8 6 3/4
</TABLE>
On June 7, 1994 the last sale price of the Common Shares on the NYSE was
$7.
THE THIRD SERIES DEBENTURES
The Third Series Debentures are traded on the NYSE. The following table
sets forth the range of high and low sale prices on the NYSE for each $100
principal amount of Debentures, on the NYSE, for the fiscal quarters indicated.
<TABLE>
<CAPTION>
1992 HIGH LOW
------------------------------------------------------------------- ------ ------
<S> <C> <C>
Second Quarter..................................................... $92.25 $88.50
Third Quarter...................................................... 94.00 92.00
Fourth Quarter..................................................... 88.50 88.00
</TABLE>
<TABLE>
<CAPTION>
1993
-------------------------------------------------------------------
<S> <C> <C>
First Quarter...................................................... 95.25 91.25
Second Quarter..................................................... 94.00 92.50
Third Quarter...................................................... 93.50 92.75
Fourth Quarter..................................................... 95.75 94.25
</TABLE>
<TABLE>
<CAPTION>
1994
-------------------------------------------------------------------
<S> <C> <C>
First Quarter...................................................... 99.75 93.88
Second Quarter (through June 3, 1994).............................. 100.00 97.00
</TABLE>
8
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THE EXCHANGE OFFER
TERMS OF THE EXCHANGE OFFER
The Company hereby offers, upon the terms and subject to the conditions set
forth herein and in the accompanying Letter of Transmittal (the "Letter of
Transmittal"), to exchange $1,000 principal amount of New Debentures for each
$1,000 principal amount of its outstanding Third Series Debentures. The New
Debentures will be issued to each tendering holder of Third Series Debentures
only in integral multiples of $1,000.
Interest on the New Debentures will accrue from August 1, 1994. Accrued
interest from July 1, 1994, the day to which interest will be paid on all Third
Series Debentures, to August 1, 1994 will be paid on all Third Series Debentures
exchanged.
Although the Company has no present intention to do so, if it should modify
the consideration offered for the Third Series Debentures in the Exchange Offer,
such modified consideration would be paid with regard to all Third Series
Debentures accepted in the Exchange Offer. If the consideration is modified, the
Exchange Offer will remain open at least 10 business days from the date the
Company first gives notice, by public announcement or otherwise, of such
modification, as required by law.
As of May 31, 1994, $11,985,000 aggregate principal amount of the Third
Series Debentures was outstanding. This Offering Circular, together with the
Letter of Transmittal, is being sent to all holders of the Third Series
Debentures.
The Company has in the past purchased Third Series Debentures and it
reserves the right in its sole discretion to purchase or make offers for any
Third Series Debentures that remain outstanding subsequent to the Expiration
Date. The terms of any such purchases or offers could differ from the terms of
the Exchange Offer.
Tendering holders of Third Series Debentures will not be required to pay
brokerage commissions or fees or, subject to the instructions in the Letter of
Transmittal, transfer taxes with respect to the exchange of Third Series
Debentures pursuant to the Exchange Offer. The Company will pay all charges and
expenses, other than certain applicable taxes, in connection with the Exchange
Offer. See "Payment of Expenses," below.
EXPIRATION DATE; EXTENSIONS; TERMINATION; AMENDMENTS
The Exchange Offer will expire at 5:00 p.m., New York City time, on July
29, 1994, subject to extension by the Company by notice to the Exchange Agent as
herein provided. The Company reserves the right to so extend the Exchange Offer
at its discretion, in which event the term "Expiration Date" shall mean the time
and date on which the Exchange Offer as so extended shall expire. The Company
will notify the Exchange Agent of any extension by oral or written notice and
will make a public announcement thereof, each prior to 9:00 a.m., New York City
time, on the next business day after the previously scheduled Expiration Date.
While it does not foresee doing so, the Company reserves the right (i) to
delay accepting any Third Series Debentures for exchange and to extend or to
terminate the Exchange Offer and not accept for exchange any Third Series
Debentures if any of the events set forth below under the caption "Conditions of
the Exchange Offer" shall have occurred and shall not have been waived by the
Company, by giving oral or written notice of such delay or termination to the
Exchange Agent or (ii) to amend the terms of the Exchange Offer. Any such delay
in acceptance for exchange, extension, termination or amendment will be followed
as promptly as practicable by public announcement thereof. If the Exchange Offer
is amended in a manner determined by the Company to constitute a material
change, the Company will promptly disclose such amendment in a manner reasonably
calculated to inform the holders of such amendment, and the Company will extend
the applicable Exchange Offer for a period of five to 10 business days,
depending upon the significance of the amendment and the manner of disclosure to
holders of the Third Series Debentures, if the Exchange Offer would otherwise
expire during such five to 10 business-day period. The rights reserved by the
Company in this paragraph are in addition to the Company's rights set forth
below under the caption "Conditions of the Exchange Offer."
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PROCEDURES FOR TENDERING
The acceptance of the Exchange Offer by a holder of the Third Series
Debentures pursuant to one of the procedures set forth below will constitute an
agreement between such holder and the Company in accordance with the terms and
subject to the conditions set forth herein and in the Letter of Transmittal.
To be tendered effectively, the Third Series Debentures, together with the
properly completed Letter of Transmittal (or facsimile thereof), executed by the
registered holder thereof, and any other documents required by the Letter of
Transmittal, must be received by the Exchange Agent at the address set forth
below prior to 5:00 p.m., New York City time, on the Expiration Date, except as
otherwise provided below under the caption "Guaranteed Delivery Procedures."
LETTERS OF TRANSMITTAL AND THIRD SERIES DEBENTURES SHOULD NOT BE SENT TO THE
COMPANY.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Third Series Debentures tendered
pursuant thereto are tendered (i) by a registered holder of the Third Series
Debentures who has not completed the box entitled "Special Issuance and Delivery
Instructions" on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. In the event that signatures on a Letter of Transmittal or
a notice of withdrawal, as the case may be, are required to be guaranteed, such
guarantee must be by a firm that is a member of a registered national securities
exchange or a member of the NASD or by a commercial bank or trust company having
an office in the United States (an "Eligible Institution").
The method of delivery of Third Series Debentures and other documents to
the Exchange Agent is at the election and risk of the holder. If such delivery
is by mail it is suggested that the mailing be made sufficiently in advance of
the Expiration Date to permit delivery to the Exchange Agent before the
Expiration Date.
The Exchange Agent will make a request to establish accounts with respect
to the Third Series Debentures at the Depository Trust Company ("DTC"), the
Midwest Securities Transfer Company ("MSTC") and the Philadelphia Depository
Trust Company ("PHILADEP" and, together with DTC and MSTC, collectively referred
to herein as the "Book-Entry Transfer Facilities") for the purpose of the
Exchange Offer promptly after the date of this Offering Circular, and any
financial institution that is a participant in any of the Book-Entry Transfer
Facilities' systems may make book-entry transfer of the Third Series Debentures
by causing DTC, MSTC or PHILADEP to transfer such Third Series Debentures into
the Exchange Agent's account in accordance with such Book-Entry Transfer
Facility's procedure for such transfer. Although delivery of Third Series
Debentures may be effected through book-entry transfer in the Exchange Agent's
account at DTC, MSTC or PHILADEP, the Letter of Transmittal (or facsimile
thereof), with all required signature guarantees and any other required
documents, must, in any case, be transmitted to and received or confirmed by the
Exchange Agent at one of its addresses set forth below prior to 5:00 p.m., New
York City time, on the Expiration Date, except as provided below under the
caption "Guaranteed Delivery Procedure." DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY IN ACCORDANCE WITH ITS PROCEDURES DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
If the Letter of Transmittal is signed by a person other than a registered
holder of any certificate(s) listed, such certificate(s) must be endorsed or
accompanied by appropriate bond powers, in either case signed exactly as the
name or names of the registered holder or holders appear on the certificate(s).
If the Letter of Transmittal or Guaranteed Delivery Form or any
certificates or bond 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, unless waived by the Company, proper evidence satisfactory to the
Company of their authority to so act must be submitted.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Third Series Debentures will be
resolved by the Company, whose determination will be final and binding. The
Company reserves the absolute right to reject any or all tenders that are not in
proper form or the acceptance of which would, in the opinion of counsel for the
Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Third Series Debentures.
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<PAGE> 12
The Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding. Unless waived, any irregularities in connection with tenders must be
cured within such time as the Company shall determine. Neither the Company nor
the Exchange Agent shall be under any duty to give notification of defects in
such tenders or shall incur liabilities for failure to give such notification.
Tenders of Third Series Debentures will not be deemed to have been made until
such irregularities have been cured or waived. Any Third Series Debentures
received by the Exchange Agent that are not properly tendered and as to which
the irregularities have not been cured or waived will be returned by the
Exchange Agent to the tendering holder, unless otherwise provided in the Letter
of Transmittal, as soon as practicable following the Expiration Date.
GUARANTEED DELIVERY PROCEDURE
If a holder of the Third Series Debentures desires to tender his Third
Series Debentures and the certificate(s) representing such Third Series
Debentures are not immediately available, or time will not permit such holder's
certificate(s) or any other required documents to reach the Exchange Agent
before 5:00 p.m., New York City time, on the Expiration Date, a tender may be
effected if:
(a) The tender is made by or through an Eligible Institution;
(b) Prior to 5:00 p.m., New York City time, on the Expiration Date,
the Exchange Agent receives from such Eligible Institution a properly
completed and duly executed Guaranteed Delivery Form (by facsimile
transmission, mail or hand delivery), setting forth the name and address of
the holder of the Third Series Debentures and the principal amount of the
Third Series Debentures tendered, stating that the tender is being made
thereby and guaranteeing that, within five NYSE trading days after the
Expiration Date, the certificate(s) representing the Third Series
Debentures, accompanied by a properly completed and duly executed Letter of
Transmittal and any other documents required by the Letter of Transmittal,
will be deposited by the Eligible Institution with the Exchange Agent; and
(c) The certificate(s) for all tendered Third Series Debentures, or a
confirmation of a book-entry transfer of such Third Series Debentures into
the Exchange Agent's applicable account at a Book-Entry Transfer Facility
as described above, as well as a properly completed and duly executed
Letter of Transmittal and all other documents required by the Letter of
Transmittal, are received by the Exchange Agent within five NYSE trading
days after the Expiration Date.
CONDITIONS OF THE EXCHANGE OFFER
Notwithstanding any other term of the Exchange Offer, the Company will not
be required to accept for exchange, or to exchange New Debentures for, any Third
Series Debentures not theretofore accepted for exchange or exchanged, and may
terminate or amend the Exchange Offer as provided herein before the acceptance
of such Third Series Debentures, if any of the following conditions exist:
(a) any action or proceeding is instituted or threatened in any court
or by or before any governmental agency with respect to the Exchange Offer
which, in the sole judgment of the Company, might materially impair the
ability of the Company to proceed with the Exchange Offer or have a
material adverse effect on the contemplated benefits of the Exchange Offer
to the Company; or
(b) there shall have been proposed, adopted or enacted any law,
statute, rule or regulation which, in the sole judgment of the Company,
might materially impair the ability of the Company to proceed with the
Exchange Offer or have a material adverse effect on the contemplated
benefits of the Exchange Offer to the Company; or
(c) the Indenture governing the New Debentures shall not have been
qualified under the Trust Indenture Act of 1939, as amended.
The foregoing conditions are for the sole benefit of the Company and
may be asserted by the Company regardless of the circumstances giving rise
to such conditions or, except for the condition set forth in clause (c)
above, may be waived by the Company in whole or in part at any time and
from time
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to time in its sole discretion. If the Company waives or amends the
foregoing conditions, the Company will, if required by applicable law,
extend the Exchange Offer for a minimum of five business days from the
date that the Company first gives notice, by public announcement or
otherwise, of such waiver or amendment, if the Exchange Offer would
otherwise expire within such five business-day period. Any
determination by the Company concerning the events described above will
be final and binding upon all parties.
ACCEPTANCE OF THIRD SERIES DEBENTURES FOR EXCHANGE; DELIVERY OF NEW DEBENTURES
Tenders will be accepted only in principal amounts of $1,000 and integral
multiples thereof.
Upon the terms and subject to the conditions of the Exchange Offer,
promptly after the Expiration Date the Company will accept all Third Series
Debentures validly tendered and not withdrawn. The Company will deliver New
Debentures in exchange for Third Series Debentures promptly following acceptance
of the Third Series Debentures.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Third Series Debentures when, as and if the Company
has given oral or written notice thereof to the Exchange Agent. The Exchange
Agent will act as agent for the tendering holder of Third Series Debentures for
the purposes of receiving New Debentures from the Company. Under no
circumstances will interest be paid by the Company by reason of any delay in
making such payment or delivery.
If any tendered Third Series Debentures are not accepted for exchange
because of an invalid tender, the occurrence of certain other events set forth
herein or otherwise, certificates for any such unaccepted Third Series
Debentures will be returned, without expense, to the tendering holder thereof
(or, in the case of Third Series Debentures tendered by book-entry transfer, to
an account maintained at such Book-Entry Transfer Facility), as promptly as
practicable after the expiration or termination of the Exchange Offer.
WITHDRAWAL RIGHTS
Any registered holder of Third Series Debentures who has tendered Third
Series Debentures may withdraw the tender at any time prior to 5:00 p.m., New
York City time, on the Expiration Date, and, unless previously accepted for
exchange by the Company, after 5:00 p.m., New York City time, on August 15,
1994, by delivery of written notice of withdrawal to the Exchange Agent.
To be effective, a written, telegraphic, telex or facsimile transmission
notice of withdrawal must (a) be timely received by the Exchange Agent at the
address set forth herein, (b) specify the name of the person having tendered the
Third Series Debentures to be withdrawn, (c) indicate the Third Series
Debentures to which it relates (or if the tender was by book-entry transfer,
information sufficient to enable the Exchange Agent to identify the Third Series
Debentures so tendered) and the aggregate principal amount of Third Series
Debentures to be withdrawn and (d) be (i) signed by the holder in the same
manner as the original signature on the Letter of Transmittal (including a
guarantee of signature, if required) or (ii) accompanied by evidence
satisfactory to the Company that the holder withdrawing such tender has
succeeded to beneficial ownership of such Third Series Debentures. If
certificates have been delivered or otherwise identified to the Exchange Agent,
the name of the registered holder and the serial numbers of the particular
certificate(s) evidencing the Third Series Debentures withdrawn must also be so
furnished to the Exchange Agent as aforesaid prior to the physical release of
the certificates for the withdrawn Third Series Debentures. If Third Series
Debentures have been tendered pursuant to the procedures for book-entry transfer
as set forth herein, any notice of withdrawal must also specify the name and
number of the account at DTC, MSTC or PHILADEP to be credited with the withdrawn
Third Series Debentures. Withdrawals of tenders of Third Series Debentures may
not be rescinded, and any Third Series Debentures withdrawn will thereafter be
deemed not validly tendered for purposes of the Exchange Offer; provided,
however, that withdrawn Third Series Debentures may be retendered by again
following one of the procedures described herein at any time prior to 5:00 p.m.,
New York City time, on the Expiration Date.
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All questions as to the validity (including time of receipt) of notices of
withdrawal will be determined by the Company, whose determination will be final
and binding. None of the Company, the Exchange Agent nor any other person will
be under any duty to give notification of any defects or irregularities in any
notice of withdrawal or incur any liability for failure to give any such
notification.
EXCHANGE AGENT
United States Trust Company of New York has been appointed as Exchange
Agent for the Exchange Offer. Third Series Debentures, Letters of Transmittal,
and any other required documents, should be sent to the Exchange Agent, at the
addresses set forth on the back cover hereof.
Requests for additional copies of this Offering Circular or the Letter of
Transmittal or for additional information should be directed to Jerrold Gilbert,
Secretary of the Company, at (212) 826-8044 (call collect).
LETTERS OF TRANSMITTAL AND THIRD SERIES DEBENTURES SHOULD NOT BE SENT TO
THE COMPANY.
PAYMENT OF EXPENSES
The Company has not retained any dealer-manager or similar agent in
connection with the Exchange Offer and will not make any payments to brokers,
dealers or others soliciting acceptances of the Exchange Offer. The Company,
however, will pay the Exchange Agent reasonable and customary fees for its
services and will reimburse it for their reasonable out-of-pocket expenses in
connection therewith. The Company will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Offering Circular and related
documents to the beneficial owners of the Third Series Debentures, and in
handling or forwarding tenders for their customers.
The cash expenses to be incurred in connection with the Exchange Offer,
including the fees and expenses of the Exchange Agent and printing, accounting
and legal fees, will be paid by the Company and, are estimated at $60,000.
The Company will pay all transfer taxes, if any, applicable to the transfer
and sale of Third Series Debentures to it or its order pursuant to the Exchange
Offer. If, however, New Debentures and/or substitute Third Series Debentures for
principal amounts not exchanged are to be delivered or paid to, or are to be
registered or issued in the name of, any person other than the registered holder
of the Third Series Debentures tendered hereby, or if tendered certificates are
registered in the name of any person other than the person signing the Letter of
Transmittal, or if a transfer tax is imposed for any reason other than the
transfer and sale of Third Series Debentures to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following discussion is a summary of certain of the more significant
United States federal income tax consequences of the Exchange Offer to the
Company and to holders of the Third Series Debentures who exchange their Third
Series Debentures for New Debentures pursuant to the Exchange Offer. The
discussion does not cover all aspects of federal income taxation that may be
relevant to a particular holder in light of its particular investment
circumstances or to certain types of holders of Third Series Debentures subject
to special treatment under the federal income tax laws (for example, life
insurance companies, tax-exempt organizations and foreign corporations and
individuals who are not citizens or residents of the United States) and does not
discuss any aspects of state, local or foreign taxation. The discussion with
respect to exchanging holders is limited to those who have held Third Series
Debentures as "capital assets" and who will hold the New Debentures as "capital
assets" (generally, property held for investment) within the meaning of Section
1221 of the Internal Revenue Code of 1986, as amended (the "Code"). This
discussion is based upon laws, regulations, rulings and decisions now in effect
and on proposed and temporary regulations, all of which
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are subject to change (possibly with retroactive effect) by legislation,
administrative action or judicial decision. No ruling has been or will be
requested from the Internal Revenue Service ("IRS") on any tax matters relating
to the tax consequences of the Exchange Offer and no assurance can be given that
the IRS will not successfully challenge certain of the conclusions set forth
below. ALL HOLDERS OF THIRD SERIES DEBENTURES ARE ADVISED TO CONSULT WITH THEIR
OWN TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES OF THEIR PARTICIPATION IN THE EXCHANGE OFFER.
TREATMENT OF EXCHANGING HOLDERS
Under certain proposed Treasury regulations issued under Section 1001 of
the Code, the significant modification of a debt instrument will be treated as a
taxable exchange of the original instrument for a different debt instrument.
Whether a modification is significant depends on a comparison of the material
terms of the original note and the modified note, such as the interest rate,
maturity, timing of payments and conversion or exchange rights. It is
anticipated that under these proposed Treasury regulations, the issuance of the
New Debentures in exchange for the Third Series Debentures pursuant to the
Exchange Offer likely would be treated as a significant modification of the
Third Series Debentures, and thus as an exchange of the Third Series Debentures
for the New Debentures, with the following federal income tax consequence.
The exchange of Third Series Debentures for New Debentures pursuant to the
Exchange Offer should constitute a tax-free reorganization under Section
368(a)(1)(E) of the Code for federal income tax purposes. Accordingly, subject
to the discussion below with respect to accrued interest (and original issue
discount) and excess principal amount, a holder who exchanges Third Series
Debentures for New Debentures generally (i) should not recognize any gain or
loss on the exchange, (ii) should have an adjusted tax basis in the New
Debentures equal to the holder's adjusted tax basis in the Third Series
Debentures exchanged therefor and (iii) should have a holding period in the New
Debentures that includes the period during which the holder held the Third
Series Debentures exchanged therefor.
Under Section 354(a)(2)(B) of the Code, the nonrecognition of income rules
(and related basis and holding period rules) generally applicable to
reorganizations will not apply to the exchange of Third Series Debentures for
New Debentures to the extent that the principal amount of the New Debentures
received is deemed to exceed the principal amount of the Third Series Debentures
or is "attributable to" interest or original issue discount (discussed below) on
the Third Series Debentures accrued since the beginning of the holder's holding
period. The Company has timely paid or will pay all interest due on the Third
Series Debentures to the holders for all periods through August 1, 1994. Such
amount will be taxable to exchanging holders as interest income to the extent
not previously included in income as interest on the Third Series Debentures. If
the principal amount of the New Debentures is deemed to exceed the principal
amount of the Third Series Debentures exchanged therefor, the exchanging holders
will recognize gain on the exchange to the extent of the excess.
In the event that the exchange of Third Series Debentures for New
Debentures pursuant to the Exchange Offer does not constitute a tax-free
reorganization under the Code, a holder generally would recognize gain or loss
equal to the difference between the amount realized on the exchange (less
amounts deemed to be attributable to any accrued but unpaid interest on the
Third Series Debentures, which amounts will be taxable as ordinary interest
income) and the holder's tax basis in the Third Series Debentures surrendered in
exchange therefor. Under certain Treasury regulations, as discussed below under
"Original Issue Discount," the amount realized on the exchange would be equal to
the "issue price" of the New Debentures received in the exchange, which should
be the fair market value of such New Debentures at the time of issuance assuming
that the New Debentures exchanged therefor are considered to be publicly traded
under such Treasury regulations, which should be the case. A holder's tax basis
in its Third Series Debentures generally would equal the cost of such Third
Series Debentures to such holder. Gain or loss recognized by a holder on the
exchange of Third Series Debentures for New Debentures generally would be
long-term capital gain or loss if the holder has held the Third Series
Debentures for more than one year at the time of the exchange. Under current
law, net capital gains of individuals are, under certain circumstances, taxed at
lower rates than items of ordinary income. The ability of holders to offset
capital losses against ordinary income is limited.
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ORIGINAL ISSUE DISCOUNT ON NEW DEBENTURES
Under certain recently promulgated Treasury regulations, the New Debentures
may be considered to be issued with original issue discount for United States
federal income tax purposes. Holders of New Debentures issued with original
issue discount will be subject to the special tax accounting rules provided by
the Code. Holders of such New Debentures should be aware that, as described in
greater detail below, they generally must include original issue discount in
ordinary gross income for United States federal income tax purposes as it
accrues, in advance of the receipt of any payments attributable to that income.
A New Debenture will be considered to be issued with original issue
discount if the original issue discount on such New Debenture equals or exceeds
a de minimis amount, which is one-quarter of one percent of the principal amount
of the New Debentures multiplied by six, the number of complete years to their
maturity. The amount of original issue discount on any New Debenture will be the
difference between the issue price of such New Debenture, which should be its
fair market value at issuance if the New Debenture is considered to be publicly
traded (which should be the case), and the stated redemption price at maturity,
which in the case of a New Debenture will be the principal amount.
In general, each holder of a New Debenture, whether such holder uses the
cash or the accrual method of tax accounting, will be required to include in
ordinary gross income the sum of the "daily portions" of original issue discount
on that New Debenture for all days during the taxable year that the holder owns
the New Debenture. The daily portions of original issue discount on a New
Debenture are determined by allocating to each day in any accrual period a
ratable portion of the original issue discount allocable to that accrual period.
Accrual periods may be of any length and may vary in length over the term of a
New Debenture provided that each accrual period is no longer than one year and
each scheduled payment of principal or interest occurs at the end of an accrual
period. In the case of an initial holder, the amount of original issue discount
on a New Debenture allocable to each accrual period is determined by multiplying
the "adjusted issue price" (as defined below) of the New Debenture by a
fraction, the numerator of which is the annual yield to maturity of the New
Debenture and the denominator of which is the number of accrual periods in a
year. The "adjusted issue price" of a New Debenture at the beginning of any
accrual period will be the sum of its "issue price" and the amount of original
issue discount allocable to all prior accrual periods and includible in the
gross income of any holder. For this purpose, all payments on a New Debenture
will first be viewed as payments of previously accrued original issue discount,
and then as a payment of principal. As a result of this "constant yield" method
of including original issue discount in income, the amounts includible in income
by a holder in respect of a New Debenture are lesser in the early years and
greater in the later years than the amounts that would be includible on a
straight-line basis.
A subsequent holder of a New Debenture that purchases such New Debenture at
a cost less than its stated principal amount also generally will be required to
include in gross income the daily portions of original issue discount,
calculated as described above. However, if a holder acquires that New Debenture
at a lower yield to maturity than the yield of the New Debenture as determined
for original issue discount purposes with respect to the initial purchaser of
the New Debenture, the holder may reduce its periodic inclusions of original
issue discount income to reflect such lower yield to maturity.
PREMIUM AND MARKET DISCOUNT ON NEW DEBENTURES
A holder of a New Debenture that purchases the New Debenture at a cost
greater than its principal amount will be considered to have purchased the New
Debenture at a premium, and may amortize such premium, using a constant yield
method, over the remaining term of the New Debenture. With respect to a holder
that does not elect to amortize bond premium, the amount of bond premium will be
included in the holder's tax basis when the New Debenture matures or is disposed
of by the holder.
If a holder of a New Debenture purchases the New Debenture at a price that
produces a yield to maturity greater than the yield to maturity at which such
New Debenture first was issued, the New Debenture generally will be considered
to bear "market discount" in the hands of such holder. In such case, gain
realized by the holder on the sale or retirement of the New Debenture generally
will be treated as ordinary income to the extent of the market discount that
accrued on the New Debenture while held by such holder. In addition, the
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holder could be required to defer the deduction of a portion of the interest
paid on any indebtedness incurred or continued to purchase or carry the New
Debenture. In general terms, market discount on a New Debenture will be treated
as accruing ratably over the term of such New Debenture, or, at the election of
the holder, under a constant yield method.
SALE, EXCHANGE OR REDEMPTION OF NEW DEBENTURES
In general, subject to the market discount rules discussed above, the sale,
exchange or redemption of the New Debentures will result in capital gain or loss
equal to the difference, if any, between the holder's adjusted tax basis (as
adjusted for original issue discount accrued through the date of sale) in such
New Debentures and the amount of cash and the fair market value of any property
received. Any such capital gain or loss recognized by a holder of New Debentures
will be long-term capital gain or loss if the holding period of the debt
instrument exceeds one year. Otherwise, such capital gain or loss will be
short-term capital gain or loss.
TAX TREATMENT TO THE COMPANY
A taxpayer must generally include in gross income the amount of any
indebtedness discharged (in whole or in part) without consideration. For
purposes of determining whether the Company must recognize income from discharge
of indebtedness pursuant to the exchange contemplated by the Exchange Offer, the
Company will be treated as satisfying the Third Series Debentures with an amount
of money equal to the issue price of the New Debentures, which should be their
fair market value. If the fair market value of the New Debentures is less than
the principal amount of the Third Series Debentures exchanged therefor, then the
Company will be in receipt of discharge of indebtedness income to the extent of
the difference.
The Company believes that the New Debentures will be treated as debt for
federal income tax purposes. However, the IRS may contend that they represent an
equity interest in the Company for tax purposes. If the New Debentures were
treated as equity, the Company would be permanently denied deductions for
interest (including original issue discount) paid or accrued on the New
Debentures.
DESCRIPTION OF DEBENTURES
The New Debentures are to be issued under an Indenture to be dated as of
August 1, 1994 between the Company and United States Trust Company of New York
("U.S. Trust"), as Trustee, ("the New Indenture"). A copy of the New Indenture
has been filed as an exhibit to the Application for Qualification of the
Indenture under the Trust Indenture Act of 1939, on Form T-3 filed by the
Company with the Securities and Exchange Commission ("SEC"). The Third Series
Debentures were also issued under an Indenture between the Company and U.S.
Trust, as Trustee, (the "Third Series Indenture"). The form of the Third Series
Indenture was filed as an exhibit to Registration Statement No. 2-97263, filed
with the SEC in connection with the offering of the Third Series Debentures.
With the exception of a limited number of changes, the New Indenture is
identical to the Third Series Indenture and references below to the "Indenture"
are to each of these indentures and references to "Debentures" mean each of the
New and the Third Series Debentures. Set forth below is a description of the
basic terms of the Debentures. The statements under this caption relating to the
Debentures and the Indenture are summaries and do not purport to be complete.
Such summaries make use of terms defined in the Indenture and are qualified in
their entirety by express reference to the Indenture.
Form. The Debentures are issuable as registered Debentures without coupons
in denominations of $1,000 and integral multiples thereof. The several
denominations of Debentures are interchangeable in like aggregate principal
amounts, subject to the limitations and upon payment of any tax or other
governmental charge as provided in the Indenture.
Maturity and Interest. The principal amount of the New Debentures will be
due on July 1, 2001. The Debentures will bear interest from August 1, 1994,
payable semiannually on January 1 and July 1 of each year commencing January 1,
1995 to the persons in whose names the Debentures are registered at the close of
business on the preceding December 15 or June 15.
16
<PAGE> 18
For the initial interest payment to be made on January 1, 1995, interest
will be determined on the basis of one-half of one percentage point ( 1/2%)
above the prime rate of Chemical Bank in effect at the end of each day from July
1, 1994 through December 1, 1994.
For subsequent interest payments, interest will be determined on the basis
of one-half of one percentage point ( 1/2%) above the prime rate of Chemical
Bank in effect at the end of each day during the respective periods, December 2
through May 31 of each year for the interest payment made on July 1, and June 1
through December 1 for the interest payment made on January 1.
All interest calculations will be rounded to the nearest 0.05 of a
percentage point.
For example, if the prime rate of Chemical Bank on December 2, 1994 was
6 1/2%, and such rate increased to 7% on February 21, 1995 and decreased to
6 1/2% on March 13, 1995, the interest rate for the period January 1 through
June 30, 1995 would be computed as follows:
(7% X 81 days* + 7 1/2% X 20 days + 7% X 80 days) / 181 days** = 7.05%
The interest on a $1,000 Debenture for such period would be $34.97 (the
amount obtained by multiplying $1,000 by 7.05% (the rate calculated above
rounded to the nearest 0.05 of a percentage point) and then multiplying this
result by the fraction 181/365 (the number of days in the period divided by the
number of days in the year)).
If Chemical Bank shall cease to establish a reference rate comparable to
that which it presently establishes, there shall be substituted thereafter for
the prime rate of Chemical Bank rate a rate or formula specified by the Company
which in its judgment provides a reasonable equivalent to the prime rate of
Chemical Bank as presently established and which, if feasible, shall be based on
a rate established by Chemical or another New York Clearing House member bank.
Conversion. The New Debentures are convertible at the principal amount
thereof into Common Shares of the Company at any time on or before the close of
business on July 1, 2001, except that, in the event that New Debentures are
called for redemption, the right to convert Debentures which are called for
redemption terminates at the close of business on the date fixed for redemption.
The present conversion rate is $8.75 per share. Such conversion rate is subject
to adjustment in case the Company pays to the holders of Common Shares a
dividend payable in Common Shares or in any other securities or assets (other
than cash payable out of consolidated earnings or earned surplus); or, if it
subdivides or combines its Common Shares; or if there is a split, reverse split
or other reclassification of the Common Shares; or if rights or warrants are
issued to all holders of Common Shares entitling them to purchase Common Shares
or other securities at a price per share less than the then-current market
price. No adjustment in the conversion rate is required if the Company otherwise
issues, in exchange for cash, property or services, Common Shares or any
security carrying rights to acquire Common Shares. No adjustment in the
conversion rate is required unless such adjustment will require an increase or
decrease of at least 50 cents in such rate; adjustments not made by reason of
this provision will be carried forward and taken into account at the time of any
subsequent adjustment. On conversion, no adjustment for accrued interest or
dividends will be made.
Optional Redemption. The New Debentures will be redeemable at the option
of the Company, at any time on or after August 1, 1997 as a whole or from time
to time in part, upon not less than 30 days' notice, at 100% of the unpaid
principal amount thereof, together in each case with accrued interest to the
redemption date. The New Debentures will be redeemable, in whole or in part,
prior to August 1, 1997 at the option of the Company, if for a period of 30
consecutive Business Days (the "Consecutive Period") the Closing Price of the
Common Shares has been at least 140% of the conversion price then in effect, at
a redemption price equal to 100% of the unpaid principal amount thereof,
together with accrued interest to the redemption date.
- ---------------
*The rate 1/2% above the prime rate of Chemical Bank multiplied by the
number of days (including weekends and holidays) the 6 1/2% prime rate was in
effect.
**The total number of days beginning December 2, 1994 (30 days prior to the
interest rate period) through May 31, 1995 (30 days prior to the interest
payment date).
17
<PAGE> 19
Redemptions shall be made by giving at least 30 days notice of the scheduled
redemption date to the holders of New Debentures which are to be redeemed. Such
notice shall be given within 30 days of the last day of the Consecutive Period
in the case of redemptions prior to August 1, 1997. Holders of New Debentures
which are intended to be redeemed by the Company shall have the continued right
to convert their New Debentures to Common Shares, in whole or in part, at any
time prior to the date fixed for redemption. If less than all New Debentures are
to be redeemed, the Trustee shall select, in such manner in its discretion as it
shall deem appropriate and fair, the New Debentures to be redeemed; provided,
however, that the Trustee shall select New Debentures of denominations of $1,000
for redemption in whole only.
Subordination. The indebtedness evidenced by the Debentures (including
principal and interest) is subordinated in right of payment to the prior payment
in full of all Senior Indebtedness of the Company. "Senior Indebtedness" is
defined as (a) all indebtedness, evidenced by a note or similar instrument
whether now outstanding or hereafter created, incurred, assumed, issued or
guaranteed by the Company which is for borrowed money, and (b) renewals,
extensions and refundings of such indebtedness, unless in any case it is
provided that the particular indebtedness, renewal, extension or refunding is
not Senior Indebtedness. At April 30, 1994, the approximate amount of Senior
Indebtedness of the Company was $16.5 million. The New Debentures will rank pari
passu with the Company's outstanding Third Series Debentures and pari passu with
its Floating Interest Rate Convertible Subordinated Debentures, Fourth Series,
due 1998.
Such subordination will affect the Company's obligation to make repayments
with respect to the Debentures in connection with dissolution, winding up,
liquidation or reorganization of the Company or in the event that a default in
the payment of any Senior Indebtedness beyond any applicable grace period, or
other event of default with respect to Senior Indebtedness that would permit
acceleration of maturity thereof, shall have occurred and be continuing, or if a
payment with respect to the Debentures would result in any such event of default
with respect to Senior Indebtedness, or if any payment with respect to Senior
Indebtedness is then due and payable. The foregoing provisions will not change
the relative rights of the holders of the Debentures and creditors of the
Company other than the holders of Senior Indebtedness. By reason of such
subordination, in the event of insolvency, however, the holders of the
Debentures may recover less ratably than the creditors of the Company who are
not holders of Senior Indebtedness.
Modification and Amendment. The Indenture contains provisions permitting
the Company and the Trustee, with the consent of the holders of not less than
66 2/3% in principal amount of the Debentures at the time outstanding, to modify
the Indenture or any supplemental indenture or the rights of the holders of the
Debentures; provided that no such modification may (i) extend the fixed maturity
of any Debentures, or reduce the principal amount thereof, or reduce the rate or
extend the time of payment of interest thereon, or impair the conversion rights
of the holders of Debentures without the consent of the holder of each Debenture
so affected, or (ii) reduce the aforesaid percentage of Debentures, the consent
of the holders of which is required for any such modification, without the
consent of the holders of all Debentures then outstanding.
Events of Default. An "Event of Default" is defined to mean: failure to
pay principal when due, either at maturity, upon redemption or otherwise;
failure to pay interest when due for 30 days; failure to perform any other
covenant in the Indenture for 60 days after notice; any default in the
conversion of the Debentures and continuance of such default for 60 days after
notice of such default; certain events of bankruptcy, insolvency or
reorganization of the Company; and any default under any indenture or instrument
evidencing indebtedness of the Company for borrowed money if such default is not
waived or cured and would permit acceleration of such indebtedness. The
Indenture provides that the Trustee shall, within 90 days after the occurrence
of a default, give to the holders of Debentures notice of all uncured defaults
known to it (the term "default" to include the events specified above without
grace periods); provided that, except in the case of default in payment of
principal or interest in respect of the Debentures, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the Debentureholders.
The Company is required to furnish to the Trustee within 120 days after the
close of each fiscal year a statement of certain officers of the Company to the
effect that review of the activities of the Company has been made with a view to
determining whether its obligations under the Indenture have been complied with
18
<PAGE> 20
and as to whether such officers have obtained knowledge of any default under the
Indenture during such fiscal year.
Rights on Default. The Trustee or the holders of 25% of the Debentures are
authorized to declare the principal of all Debentures due and payable upon the
happening of any Event of Default specified in the Indenture, but the holders of
a majority in principal amount of the Debentures are authorized to waive any
default and rescind such declaration if the default is cured. Subject to the
provisions of the Indenture relating to the duties of the Trustee, the Trustee
is under no obligation to exercise any of its rights or powers under the
Indenture, at the request, order or direction of any of the Debentureholders,
unless 25% of the Debentureholders shall have so directed and offered to the
Trustee reasonable indemnity. Subject to such provision for indemnification, the
holders of a majority in principal amount of the Debentures at the time
outstanding have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee.
DESCRIPTION OF COMMON SHARES
The Company's Common Shares, $1 par value, are entitled to one vote per
share on all matters and, subject to the rights of any outstanding Preferred
Shares, to such dividends as may be declared by the Board of Directors out of
funds legally available therefor, and, upon liquidation of the Company, to share
pro rata in its remaining net assets. Common Shares do not have cumulative
voting or preemptive rights.
The Company has authorized 641,288 Preferred Shares, $5 par value, which
may be issued from time to time in one or more series with such dividend,
voting, redemption, liquidation and other provisions as fixed by the Board of
Directors. There were outstanding on May 31, 1994, 1,288 Preferred Shares,
Series B and 250,000 Preferred Shares, Series D. Each Series B share is entitled
to cumulative dividends at the rate of $0.10 per year, to one vote per share
(voting with the Common Shares except as otherwise required by law) and to
payment (preferential to the Common Shares) upon liquidation or redemption equal
to accrued and unpaid dividends to the date of redemption or liquidation plus an
amount which is $20 in the case of involuntary liquidation and $28 otherwise;
each Series D share (all of such shares are owned by the Company's Employee
Stock Ownership Trust) is entitled to dividends at the rate of $0.6125 per year,
to one vote per share (voting with the Common Shares except as otherwise
required by law), is convertible into one Common Share, and is entitled to a
liquidation preference (together with accrued dividends) of $10.
19
<PAGE> 21
STERLING BANCORP
THE EXCHANGE AGENT: UNITED STATES TRUST COMPANY
<TABLE>
<S> <C> <C>
By Mail: By Facsimile: By Hand:
UNITED STATES TRUST COMPANY (212) 420-6152 UNITED STATES TRUST COMPANY
OF NEW YORK OF NEW YORK
770 BROADWAY, 7TH FLOOR Confirm by Telephone: 65 BEAVER STREET, GROUND FLOOR
NEW YORK, NEW YORK 10003 NEW YORK, NEW YORK 10005
ATTENTION: CORPORATE TRUST ATTENTION: CORPORATE TRUST
SERVICES (800) 548-6565 SERVICES
</TABLE>
REQUESTS FOR ADDITIONAL INFORMATION SHOULD BE DIRECTED TO
JERROLD GILBERT, SECRETARY,
540 MADISON AVENUE (SECOND FLOOR), NEW YORK, N.Y. 10022
AT (212) 826-8044 (CALL COLLECT)
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE PAGE
---- ----
<S> <C> <S> <C>
Additional Information................ 2 Price Range of Common Shares and
Offering Summary...................... 3 Third Series Debentures............... 8
Selected Financial Data............... 6 The Exchange Offer.................... 9
The Company........................... 7 Certain Federal Income Tax
Ratios of Earnings to Fixed Charges... 7 Consequences.......................... 13
Recent Transactions in the Company's Description of Debentures............. 16
Securities.......................... 7 Description of Common Stock........... 19
</TABLE>
- --------------------------------------------------------------------------------
<PAGE> 1
LETTER OF TRANSMITTAL
FOR
STERLING BANCORP
OFFER TO EXCHANGE ITS
FLOATING INTEREST RATE CONVERTIBLE SUBORDINATED
DEBENTURES, SERIES V, DUE JULY 1, 2001
FOR ANY AND ALL OF ITS
FLOATING INTEREST RATE CONVERTIBLE SUBORDINATED
DEBENTURES, THIRD SERIES, DUE JULY 1, 1996
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 29,
1994 UNLESS THE EXCHANGE OFFER IS EXTENDED (THE "EXPIRATION DATE"). TENDERS OF
OLD DEBENTURES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M. ON THE EXPIRATION
DATE.
TO: UNITED STATES TRUST COMPANY OF NEW YORK, EXCHANGE AGENT
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND:
UNITED STATES TRUST COMPANY (212) 420-6152 UNITED STATES TRUST COMPANY
OF NEW YORK OF NEW YORK
770 BROADWAY, 7TH FLOOR CONFIRM BY TELEPHONE: 65 BEAVER STREET, GROUND FLOOR
NEW YORK, NEW YORK 10003 NEW YORK, NEW YORK 10005
ATTENTION: CORPORATE TRUST (800) 548-6565 ATTENTION: CORPORATE TRUST
SERVICES SERVICES
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION VIA
TELEGRAM, TELEX OR FACSIMILE, OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE
A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY
BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE NEW DEBENTURES FOR THEIR OLD
DEBENTURES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW)
THEIR OLD DEBENTURES TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the offering
circular dated June 9, 1994 (the "Offering Circular"), of Sterling Bancorp, a
New York corporation (the "Company"), which, together with this Letter of
Transmittal and the instructions hereto (the "Letter of Transmittal"),
constitute the Company's offer (the "Exchange Offer") to exchange $1,000
principal amount of its Floating Interest Rate Convertible Subordinated
Debentures, Series V, due July 1, 2001 (the "New Debentures"), for each $1,000
principal amount of its outstanding Floating Interest Rate Convertible
Subordinated Debentures, Third Series, due July 1, 1996 (the "Old Debentures"),
upon the terms and subject to the conditions set forth in the Prospectus.
This Letter of Transmittal is to be used by Holders (as defined below) if:
(i) certificates representing Old Debentures are to be physically delivered to
the Exchange Agent herewith by Holders; (ii) tender of Old Debentures is to be
made by book-entry transfer to the Exchange Agent's account at The Depository
Trust Company ("DTC") pursuant to the procedures set forth in the Offering
Circular under "The Exchange Offer -- Procedures for Tendering" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Old Debentures (such participants, acting on
behalf of Holders are referred to herein, together with such Holders, as "Acting
Holders"); or (iii) tender of Old Debentures is to be made according to the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedure." Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
<PAGE> 2
The term "Holder" with respect to the Exchange Offer means any person: (i)
in whose name Old Debentures are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered Holder; or (ii) whose Old Debentures are held of record by DTC who
desires to deliver such Old Debentures by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Old Debentures must
complete this letter in its entirety.
All capitalized terms used herein and not defined shall have the meaning
ascribed to them in the Offering Circular.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent. See Instruction 8 herein.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD
DEBENTURES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
<PAGE> 3
List below the Old Debentures to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately executed schedule and affix the schedule to
this Letter of Transmittal. Tenders of Old Debentures will be accepted only in
principal amounts equal to $1,000 or integral multiples thereof.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OLD DEBENTURES
- --------------------------------------------------------------------------------------------------------------------
CERTIFICATE AGGREGATE
NUMBER(S)* PRINCIPAL
(ATTACH SIGNED AMOUNT
NAME(S) AND ADDRESS(ES) OF HOLDER(S) LIST IF TENDERED (IF LESS
(PLEASE FILL IN, IF BLANK) NECESSARY) THAN ALL)**
- ------------------------------------------------------------------------ --------------------- ---------------------
<S> <C> <C>
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
-------------------- ---------------------
- ---------------------------------------------------------------------------------------------- ---------------------
TOTAL PRINCIPAL AMOUNT OF OLD DEBENTURES TENDERED
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Old Debentures listed. See Instruction 2.
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 4
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________
DTC Book-Entry Account No.: ____________________________________________
If Holders desire to tender Old Debentures pursuant to the Exchange Offer and
(i) certificates representing such Old Debentures are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Old Debentures or other required documents to
reach the Exchange Agent prior to the Expiration Date or (iii) the procedures
for book-entry transfer cannot be completed prior to the Expiration Date, such
Holders may effect a tender of such Old Debentures in accordance with the
guaranteed delivery procedures set forth in the Prospectus under "The Exchange
Offer -- Guaranteed Delivery Procedures."
/ / CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
Name(s) of Holder(s) of Old Debentures: __________________________________
Window Ticket No. (if any): ______________________________________________
Date of Execution of
Notice of Guaranteed Delivery: ___________________________________________
Name of Eligible Institution that Guaranteed Delivery: ___________________
__________________________________________________________________________
If Delivered by Book-Entry Transfer:
Name of Tendering Institution: ___________________________________________
DTC Book-Entry Account No.: ______________________________________________
<PAGE> 5
Subject to the terms of the Exchange Offer, the undersigned hereby tenders
to the Company the principal amount of Old Debentures indicated above. Subject
to and effective upon the acceptance for exchange of the principal amount of Old
Debentures tendered in accordance with this Letter of Transmittal, the
undersigned sells, assigns and transfers to the Company all right, title and
interest in and to the Old Debentures tendered hereby. The undersigned hereby
irrevocably constitutes and appoints the Exchange Agent its agent and
attorney-in-fact (with full knowledge that the Exchange Agent also acts as the
agent of the Company and as Trustee under the Indenture for the Old Debentures
and the New Debentures) with respect to the tendered Old Debentures with full
power of substitution to deliver certificates for such Old Debentures for
cancellation in accordance with the Indenture for the Old Debentures, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that he or she has full
power and authority to tender, sell, assign and transfer the Old Debentures
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim, when the same are acquired by the Company.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the assignment and transfer of the Old Debentures tendered
hereby.
For purposes of the Exchange Offer, the Company shall be deemed to have
accepted validly tendered Old Debentures when the Company has given oral or
written notice thereof to the Exchange Agent. If any tendered Old Debentures are
not accepted for exchange pursuant to the Exchange Offer for any reason,
certificates for any such unaccepted Old Debentures will be returned (except as
noted below with respect to tenders through DTC), without expense, to the
undersigned at the address shown below or at a different address shown below or
at a different address as may be indicated under "Special Issuance Instructions"
as promptly as practicable after the Expiration Date.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Old Debentures pursuant to the
procedures described under the caption "The Exchange Offer -- Procedures for
Tendering" in the Offering Circular and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.
<PAGE> 6
Unless otherwise indicated under "Special Issuance Instructions," please
issue the certificates representing the New Debentures issued in exchange for
the Old Debentures accepted for exchange and return any Old Debentures not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Old Debentures tendered by DTC, by credit to the account at
DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the New Debentures
issued in exchange for the Old Debentures accepted for exchange and any
certificates for Old Debentures not tendered or not exchanged (and accompanying
documents, as appropriate) to the undersigned at the address shown below the
undersigned's signatures, unless, in either event, tender is being made through
DTC. In the event that both "Special Issuance Instructions" and "Special
Delivery Instructions" are completed, please issue the certificates representing
the New Debentures issued in exchange for the Old Debentures accepted for
exchange and return any Old Debentures not tendered or not exchanged in the
name(s) of, and send said certificates to, the person(s) so indicated. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Old Debentures from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Old Debentures so tendered.
<PAGE> 7
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF
OLD DEBENTURES REGARDLESS OF WHETHER OLD DEBENTURES ARE BEING PHYSICALLY
DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old
Debentures exactly as their name(s) appear(s) on certificate(s) for Old
Debentures or, if tendered by a participant in DTC, exactly as such
participant's name appears on a security position listing as the owner of Old
Debentures, or by person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted with this Letter of Transmittal. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below under "Capacity" and submit
evidence satisfactory to the Company of such person's authority to so act. See
Instruction 3 herein.
If the signature appearing below is not of the registered Holder(s) of the
Old Debentures, then the registered Holder(s) must sign a valid proxy.
<TABLE>
<S> <C>
X ______________________________________ Date: ______________________________
X ______________________________________ Date: ______________________________
Signature(s) of Holder(s) or
Authorized Signatory
Name(s): _______________________________ Address: ___________________________
_______________________________ ___________________________
(Please Print) (Including Zip Code)
Capacity: ______________________________ Area Code and Telephone No.: _______
Social Security No.: ___________________
</TABLE>
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
- --------------------------------------------------------------------------------
(Name of Eligible Institution Guaranteeing Signatures)
- --------------------------------------------------------------------------------
(Address (including zip code) and Telephone Number (including area code) of
Firm)
- --------------------------------------------------------------------------------
(Authorized Signature)
- --------------------------------------------------------------------------------
(Printed Name)
- --------------------------------------------------------------------------------
(Title)
Date:
--------------------
<PAGE> 8
- -------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the New Debentures issued pursuant to
the Exchange Offer or for any principal amount of Old Debentures not tendered
for exchange are to be issued in the name of someone other than the person or
persons whose signature(s) appear(s) within this Letter of Transmittal or
issued to an address different from that shown in the box entitled
"Description of Old Debentures" within this Letter of Transmittal, or if Old
Debentures tendered by book-entry transfer that are not accepted for purchase
are to be credited to an account maintained at DTC.
Name:
------------------------------------------------------------------------
(Please Print)
Address:
--------------------------------------------------------------------
(Please Print)
-----------------------------------------------------------------------------
Zip Code
-----------------------------------------------------------------------------
Taxpayer Identification or
Social Security Number
(See Substitute Form W-9 herein)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates for the New Debentures issued pursuant to
the Exchange Offer or for any principal amount of Old Debentures not tendered
for exchange are to be sent to someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal or issued to an
address different from that shown in the box entitled "Description of Old
Debentures" within this Letter of Transmittal.
Name:
------------------------------------------------------------------------
(Please Print)
Address:
--------------------------------------------------------------------
(Please Print)
-----------------------------------------------------------------------------
Zip Code
-----------------------------------------------------------------------------
Taxpayer Identification or
Social Security Number
(See Substitute Form W-9 herein)
- -------------------------------------------------------------------------------
<PAGE> 9
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER AND THE SOLICITATION
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD DEBENTURES. The
certificates for the tendered Old Debentures (or a confirmation of a book-entry
transfer into the Exchange Agent's account at DTC of all Old Debentures
delivered electronically), as well as a properly completed and duly executed
copy of this Letter of Transmittal or facsimile hereof and any other documents
required by this Letter of Transmittal must be received by the Exchange Agent at
its address set forth herein prior to 5:00 p.m., New York City time, on the
Expiration Date. The method of delivery of the tendered Old Debentures, this
Letter of Transmittal and all other required documents to the Exchange Agent is
at the election and risk of the Holder and, except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. Instead of delivery by mail, it is recommended that the Holder use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure timely delivery. No Letter of Transmittal or Old Debentures
should be sent to the Company.
Holders who wish to tender their Old Debentures and (i) whose Old
Debentures are not immediately available or (ii) who cannot deliver their Old
Debentures, this Letter of Transmittal or any other documents required hereby to
the Exchange Agent prior to the Expiration Date must tender their Old Debentures
and follow the guaranteed delivery procedures set forth in the Offering
Circular. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution; (ii) prior to the Expiration Date, the Exchange
Agent must have received from the Eligible Institution a properly completed and
duly executed Notice of Guaranteed Delivery (by facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder of the Old
Debentures, the certificate number or numbers of such Old Debentures and the
principal amount of Old Debentures tendered, stating that the tender is being
made thereby and guaranteeing that, within five business days after the
Expiration Date, this Letter of Transmittal (or facsimile hereof) together with
the certificate(s) representing the Old Debentures (or a confirmation of
electronic delivery of book-entry delivery into the Exchange Agent's account at
DTC) and any required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) such properly completed and executed Letter
of Transmittal (or facsimile hereof), as well as all other documents required by
this Letter of Transmittal and the certificate(s) representing all tendered Old
Debentures in proper form for transfer (or a confirmation of electronic mail
delivery of book-entry delivery into the Exchange Agent's account at DTC), must
be received by the Exchange Agent within five business days after the Expiration
Date, all as provided in the Prospectus under the caption "Guaranteed Delivery
Procedures." Any Holder of Old Debentures who wishes to tender his Old
Debentures pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery prior
to 5:00 p.m., New York City time, on the Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Old Debentures will be
determined by the Company in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any and all
Old Debentures not properly tendered or any Old Debentures the Company's
acceptance of which would, in the opinion of counsel for the Company, be
unlawful. The Company also reserves the right to waive any irregularities or
conditions of tender as to particular Old Debentures. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Old Debentures must be cured within such 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 defects or irregularities with respect to tenders
of Old Debentures, nor shall any of them incur any liability for failure to give
such notification. Tenders of Old Debentures will not be deemed to have been
made until such defects or irregularities have been cured or waived. Any Old
Debentures received by the Exchange Agent that are not properly tendered and as
to which the defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering Holders of Old
Debentures, unless otherwise provided in this Letter of Transmittal, as soon as
practicable following the Expiration Date.
<PAGE> 10
2. PARTIAL TENDERS. Tenders of Old Debentures will be accepted in all
denominations of $1,000 and integral multiples in excess thereof. If less than
the entire principal amount of any Old Debentures is tendered, the tendering
Holder should fill in the principal amount tendered in the third column of the
chart entitled "Description of Old Debentures." The entire principal amount of
Old Debentures delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If the entire principal amount of all Old
Debentures is not tendered, Old Debentures for the principal amount of Old
Debentures not tendered and a certificate or certificates representing New
Debentures issued in exchange of any Old Debentures accepted will be sent to the
Holder at his or her registered address, unless a different address is provided
in the appropriate box on this Letter of Transmittal or unless tender is made
through DTC, promptly after the Old Debentures are accepted for exchange.
3. SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or facsimile hereof) is
signed by the registered Holder(s) of the Old Debentures tendered hereby, the
signature must correspond with the name(s) as written on the face of the Old
Debentures without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or facsimile hereof) is signed by the
registered Holder(s) of Old Debentures tendered and the certificate(s) for New
Debentures issued in exchange therefor is to be issued (or any untendered
principal amount of Old Debentures is to be reissued) to the registered Holder,
such Holder need not and should not endorse any tendered Old Debentures, nor
provide a separate bond power. In any other case, such holder must either
properly endorse the Old Debentures tendered or transmit a properly completed
separate bond power with this Letter of Transmittal, with the signatures on the
endorsement or bond power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or facsimile hereof) is signed by a person
other than the registered Holder(s) of any Old Debentures listed, such Old
Debentures must be endorsed or accompanied by appropriate bond powers signed as
the name of the registered Holder(s) appears on the Old Debentures.
If this Letter of Transmittal (or facsimile hereof) or any Old Debentures
or bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or 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, evidence satisfactory to the Company of their
authority so to act must be submitted with this Letter of Transmittal.
Endorsements on Old Debentures or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or facsimile hereof) must be
guaranteed by an Eligible Institution unless the Old Debentures tendered
pursuant thereto are tendered (i) by a registered Holder (including any
participant in DTC whose name appears on a security position listing as the
owner of Old Debentures) who has not completed the box set forth herein entitled
"Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
indicate, in the applicable spaces, the name and address to which New Debentures
or substitute Old Debentures for principal amounts not tendered or not accepted
for exchange are to be issued or sent, if different from the name and address of
the person signing this Letter of Transmittal (or in the case of tender of the
Old Debentures through DTC, if different from DTC). In the case of issuance in a
different name, the taxpayer identification or social security number of the
person named must also be indicated.
<PAGE> 11
5. TRANSFER TAXES. The Company will pay all transfer taxes, if any,
applicable to the exchange of Old Debentures pursuant to the Exchange Offer. If,
however, certificates representing New Debentures or Old Debentures for
principal amounts not tendered or accepted for exchange are to be delivered to,
or are to be registered or issued in the name of, any person other than the
registered Holder of the Old Debentures tendered hereby, or if tendered Old
Debentures are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Old Debentures pursuant to the Exchange Offer,
then the amount of any such transfer taxes (whether imposed on the registered
Holder or any other person) will be payable by the tendering Holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Old Debentures listed in this Letter of
Transmittal.
6. WAIVER OF CONDITIONS. The Company reserves the absolute right to amend,
waive or modify specified conditions in the Exchange Offer in the case of any
Old Debentures tendered.
7. MUTILATED, LOST, STOLEN OR DESTROYED OLD DEBENTURES. Any tendering
Holder whose Old Debentures have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated herein for further
instruction.
8. REQUEST FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests for
assistance and requests for additional copies of the Offering Circular or this
Letter of Transmittal may be directed to the Exchange Agent at the address
specified in the Offering Circular or to Jerrold Gilbert, Executive Vice
President, General Counsel and Secretary, 540 Madison Avenue, New York, NY
10028, (212) 826-8044.
(DO NOT WRITE IN SPACE BELOW)
<TABLE>
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CERTIFICATE SURRENDERED OLD DEBENTURES TENDERED OLD DEBENTURES ACCEPTED
<S> <C> <C>
- ------------------------------ ------------------------------ -------------------------------
- ------------------------------ ------------------------------ -------------------------------
- ------------------------------ ------------------------------ -------------------------------
- ------------------------------ ------------------------------ -------------------------------
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Delivery Prepared by Checked by Date
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</TABLE>
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder whose tendered Old Debentures are
accepted pursuant to the Exchange Offer is required to provide the Exchange
Agent (as payer) with such Holder's correct Taxpayer Identification Number
("TIN") or Substitute Form W-9 below or otherwise establish a basis for
exemption from backup withholding. If such Holder is an individual, the TIN is
his social security number. If the Exchange Agent is not provided with the
correct TIN, a $50 penalty may be imposed by the Internal Revenue Service, and
payments made with respect to Old Debentures purchased pursuant to the Exchange
Offer may be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on Substitute
Form W-9. A foreign person may qualify as an exempt recipient by submitting to
the Exchange Agent a properly completed U.S. Treasury Form W-8, signed under
penalties of perjury, attesting to that Holder's exempt status. A Form W-8 can
be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions.
<PAGE> 12
If backup withholding applies, the Exchange Agent is required to withhold
31% of any payments made to the Holder or other payee. Backup withholding is not
an additional federal income tax. Rather, the federal income tax liability of
persons 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 from the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments made with respect to the Exchange
Offer, the Holder is required to provide the Exchange Agent with either: (i) the
Holder's correct TIN by completing the form below, certifying that the TIN
provided on Substitute Form W-9 is correct (or that such Holder is awaiting a
TIN) and that (A) the Holder has not been notified by the Internal Revenue
Service that the Holder is subject to backup withholding as a result of failure
to report all interest or dividends or (B) the Internal Revenue Service has
notified the Holder that the Holder is no longer subject to backup withholding;
or (ii) an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder of
the Old Debentures. If the Old Debentures are held in more than one name or are
held 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.
<PAGE> 13
<TABLE>
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<S> <C> <C>
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT _________________________________
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW Social Security Number
OR ______________________________
Employer Identification Number
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PART 2 -- CERTIFICATION -- Under Penalties of Perjury, I PART 3 --
PAYER'S REQUEST FOR TAXPAYER certify that: Awaiting TIN / /
IDENTIFICATION NUMBER (TIN) (1) The number shown on this form is my correct Taxpayer
DEPARTMENT OF THE TREASURY Identification Number (or I am waiting for a number
INTERNAL REVENUE SERVICE to be issued to me) and
(2) I am not subject to backup withholding because (a) I
am exempt from backup withholding or (b) I have not
been notified by the Internal Revenue Service ("IRS")
that I am currently subject to backup withholding as
a result of failure to report all interest or
dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding.
--------------------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS -- You must cross out item (2) 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. However, if after being
notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup
withholding, do not cross out item (2).
_________________________________________ ________________________
SIGNATURE DATE
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO HOLDERS OF NEW DEBENTURES PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL
DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within 60 days, 31 percent
of all reportable payments made to me thereafter will be withheld until I
provide a number.
__________________________________________ ____________________
Signature Date
<PAGE> 14
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
UNITED STATES TRUST COMPANY OF NEW YORK
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE: BY HAND:
UNITED STATES TRUST COMPANY (212) 420-6152 UNITED STATES TRUST COMPANY
OF NEW YORK OF NEW YORK
770 BROADWAY, 7TH FLOOR CONFIRM BY TELEPHONE: 65 BEAVER STREET, GROUND FLOOR
NEW YORK, NEW YORK 10003 NEW YORK, NEW YORK 10005
ATTENTION: CORPORATE TRUST (800) 548-6565 ATTENTION: CORPORATE TRUST
SERVICES SERVICES
</TABLE>
