EXHIBIT 99.1
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The exchange offer will expire at 5:00 p.m., New York City time, on November 30,
1999, unless extended (the "expiration date").
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Metropolitan Mortgage & Securities Co., Inc.
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LETTER OF TRANSMITTAL
To Exchange outstanding Investment Debentures Series II and III,
and outstanding Installment Debentures Series I
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Exchange Agent: Metropolitan Investment Securities, Inc.
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To: Metropolitan Investment Securities, Inc.
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FACSIMILE TRANSMISSION: (▇▇▇) ▇▇▇-▇▇▇▇
CONFIRM BY TELEPHONE TO: (▇▇▇) ▇▇▇-▇▇▇▇
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VIA MAIL/HAND DELIVERY/OVERNIGHT DELIVERY:
Metropolitan Investment Securities, Inc.
Attn: Exchange Agent
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SHOWN ABOVE DOES
NOT CONSTITUTE A VALID DELIVERY.
The undersigned acknowledges receipt of the Prospectus dated ____________,
1999 (the Prospectus") of Metropolitan Mortgage & Securities Co., Inc., a
Washington corporation (the "Issuer"), and this letter of transmittal for
Investment Debentures Series II and III, and Installment Debentures Series I,
which may be amended from time to time (this "letter"), which together
constitute the Issuer's offer (the "Exchange Offer") to exchange $1,000
principal amount and accrued interest of its 9% Notes due 2004 (the "Exchange
Notes") for each $1,000 in principal amount of its outstanding Investment
Debentures Series II and III, or Installment Debentures Series I (collectively,
the "debentures"), that were issued and sold in various transactions registered
under the Securities Act of 1933 (the "Securities Act").
The undersigned has completed, executed and delivered this letter to
indicate the action he or she desires to take with respect to the Exchange
Offer.
All holders of debentures who wish to tender their debentures must, prior
to the expiration date: (1) complete, sign, date and deliver this letter, or a
facsimile thereof, to the exchange agent, in person or to the address set forth
above; and (2) tender his or her debentures, or if a tender of debentures is to
be made by a book-entry transfer, confirm the book entry transfer, in each case
in accordance with the procedures for tendering described in the Instructions to
this letter. Holders of debentures whose certificates are not immediately
available with all other documents required by this letter to be delivered to
the exchange agent on or prior to the expiration
date, must tender their debentures according to the guaranteed delivery
procedures listed under the caption "THE EXCHANGE OFFER--How to Tender Your
Debentures" in the Prospectus. See Instruction 1.
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance for exchange of debentures validly tendered and the issuance of the
Exchange Notes will be made on the exchange date, which is the first business
day following the expiration date of the offering. For the purposes of the
Exchange Offer, the Issuer shall be deemed to have accepted for exchange validly
tendered debentures only when the Issuer has given written notice thereof to the
exchange agent.
The Instructions included with this letter must be followed in their
entirety. Questions and requests for assistance or for additional copies of the
Prospectus or this letter may be directed to the exchange agent, at the address
listed above.
Please read the entire letter of transmittal, including the instructions to
this letter, carefully before checking any box below.
List in Box 1 below the debentures you own. If the space provided in Box 1
is inadequate, list the certificate numbers and principal amount of debentures
on a separate signed schedule and attach that schedule to this letter.
BOX 1
TO BE COMPLETED BY ALL TENDERING HOLDERS
Name(s) and Address(es) of Certificate Principal Amount of Principal Amount of
Registered Holder(s) Number(s)/1/ Debentures Debentures
(Please fill in if blank) Tendered/2/
_____________________________ ________________________ _____________________ ___________________________
_____________________________ ________________________ _____________________ ___________________________
_____________________________ ________________________ _____________________ ___________________________
Totals: _____________________ ___________________________
Additional Cash Total cash and
Tendered (3) debentures tendered
________________________ ________________________
________________________ ________________________
________________________ ________________________
__________
1 Need not be completed if debentures are being tendered by book-entry
transfer.
2 Unless otherwise indicated, the entire principal amount of debentures
represented by a certificate delivered to the exchange agent will be deemed
to have been tendered.
3 You may tender cash in addition to your debentures to meet the $5,000
increments for exchange.
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned tenders to the Issuer the principal amount and accrued interest of
debentures indicated above. Subject to, and effective upon, the acceptance for
exchange of the debentures tendered with this letter, the undersigned exchanges,
assigns and transfers to, or upon the order of, the Issuer all right, title and
interest in and to the debentures tendered.
The undersigned constitutes and appoints the exchange agent as his or her
agent and attorney-in-fact (with full knowledge that the exchange agent also
acts as the agent of the Issuer) with respect to the tendered debentures, with
full power of substitution, to: (a) deliver certificates for such debentures;
(b) deliver debentures and all accompanying evidence of transfer and
authenticity to or upon the order of the Issuer upon receipt by the exchange
agent, as the undersigned's agent, of the Exchange Notes to which the
undersigned is entitled upon the acceptance by the Issuer of the debentures
tendered under the Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the 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, exchange, assign and transfer the debentures
tendered hereby and that the Issuer will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any
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adverse claim. The undersigned will, upon request, execute and deliver any
additional documents deemed by the Issuer to be necessary or desirable to
complete the assignment and transfer of the debentures tendered.
By tendering debentures, the undersigned certifies (a) that it is not an
"affiliate" of the Issuer within the meaning of the Securities Act (an
"Affiliate"), that it is not a broker-dealer that owns debentures acquired
directly from the Issuer or an Affiliate, that it is acquiring the Exchange
Notes acquired directly from the Issuer or an Affiliate, that it is acquiring
the Exchange Notes offered hereby in the ordinary course of the undersigned's
business and that the undersigned has no arrangement with any person to
participate in the distribution of such Exchange Notes; (b) that it is an
Affiliate of the Issuer or of any of the initial purchasers of the debentures in
the debentures Offering and that it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable
to it; or (c) that it is a participating broker-dealer and that it will deliver
a prospectus in connection with any resale of the Exchange Notes.
If the undersigned is a broker-dealer that will receive Exchange Notes for
its own account, it will deliver a prospectus in connection with any resale of
such Exchange Notes. By so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The Issuer may accept the undersigned's tender by delivering written notice
of acceptance to the exchange agent. The Issuer may, in its sole discretion,
accept or reject any tender for any reason, and will have no liability to any
party as a result thereof.
All authority conferred or agreed to be conferred by this letter shall
survive the death or incapacity of the undersigned, and every obligation of the
undersigned under this letter shall be binding upon the undersigned's heirs,
personal representatives, successors and assigns.
Unless otherwise indicated under "Special Delivery Instructions" below, the
exchange agent will deliver Exchange Notes (and, if applicable, a certificate
for any debentures not tendered but represented by a certificate also
encompassing debentures which are tendered) to the undersigned at the address
set forth in Box 1.
The Exchange Offer is subject to the more detailed terms set forth in the
Prospectus and, in case of any conflict between the terms of the Prospectus and
this letter, the Prospectus shall prevail.
[_] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER AND COMPLETE THE FOLLOWING:
Name(s) of Registered Owner(s):________________________________________________
Account Number:________________________________________________________________
Transaction Number:____________________________________________________________
[_] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s):________________________________________________
Date of Execution of Notice of Guaranteed Delivery:____________________________
Window Ticket Number (if available):___________________________________________
Name of Institution which Guaranteed Delivery:_________________________________
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Please read the accompanying instructions carefully
BOX 2
PLEASE SIGN HERE
WHETHER OR NOT DEBENTURES ARE BEING
PHYSICALLY TENDERED HEREBY
This box must be signed by registered holder(s) of debentures as their
name(s) appear(s) on certificate(s) for debentures, or by person(s) authorized
to become registered holder(s) by endorsement and documents transmitted with
this letter. If signature is by a trustee, executor, administrator, guardian,
officer or other person acting in a fiduciary or representative capacity, such
person must set forth his or her full title below. (See Instruction 3)
_______________________________________________
_______________________________________________
Signature(s) of Owner(s) or Authorized
Signatory
Date ____________, 1999
Name(s)________________________________________
(Please Print)
Capacity_______________________________________
Address
_______________________________________________
_______________________________________________
_______________________________________________
(Include Zip Code)
Area Code and Telephone No.____________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 BELOW)
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
_______________________________________________
Title
_______________________________________________
Printed Name
Date: ____________, 1999
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BOX 3
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYOR'S NAME: __________
Part 1 Social Security Number or
Please provide your Taxpayer Employer Identification
Identification Number in the box Number________________________
at right and certify by
signing and dating below.
SUBSTITUTE Part 2 [_]
Form W-9 Check the box if you are NOT subject to back-up withholding
Department of the Treasury, Internal Revenue under the provisions of Section 2406(a)(1)(C) of the Internal
Service Revenue Code because (a) you have not been notified that you
are subject to back-up withholding as a result of failure to
report all interest or dividends or (b) the Internal Revenue
Service has notified you that you are no longer subject to
back-up withholding.
Payor's Request for Taxpayer Part 3 [_]
Identification Number (TIN) Check if awaiting TIN
CERTIFICATION: UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT THE INFORMATION
PROVIDED ON THIS FORM IS TRUE, CORRECT AND COMPLETE
Signature______________________________________
Date___________________________________________
Name___________________________________________
(Please Print)
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BOX 4 BOX 5
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for debentures in To be completed ONLY if certificates for debentures in
a principal amount not exchanged, or in the case of a principal amount not exchanged, or Exchange Notes,
debentures tendered by book-entry transfer a return are to be sent to someone other than the person whose
credit to an account maintained by Metropolitan, or signature appears in Box 2 or to an address other than
Exchange Notes, are to be issued in the name of that shown in Box 1.
someone other than the person whose signatures appear
in Box 2.
Issue and deliver: Deliver:
(check appropriate boxes) (check appropriate boxes)
[_] Amount of debentures not tendered [_] Amount of debentures not tendered
[_] Exchange Notes, to: [_] Exchange Notes, to:
(Please print or type) (Please print or type)
Name:_______________________________________________ Name:________________________________________________
Address:____________________________________________ Address:_____________________________________________
____________________________________________________ _____________________________________________________
____________________________________________________ _____________________________________________________
Please complete the Substitute Form W-9 at Box 3. Please complete the Substitute Form W-9 at Box 3.
Tax I.D. or Social Security Number: Tax I.D. or Social Security Number:
____________________________________________________ _____________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this letter and Certificates. Certificates for debentures,
or a book-entry transfer, as the case may be, as well as a properly completed
and duly executed copy of this letter and any other documents required by this
letter, must be received by the exchange agent at its address contained herein
on or before the expiration date. The method of delivery of this letter,
certificates for debentures and any other required documents is at the election
and risk of the tendering holder, but except as otherwise provided below, the
delivery will be deemed made when actually received by the exchange agent. If
delivery is by mail, the use of registered mail with return receipt requested,
properly insured, is suggested.
We may require the tendered debentures to be endorsed or accompanied by
written instruments of transfer in form satisfactory to the Issuer and duly
executed by the registered holder and the signature on the endorsement or
instrument of transfer guaranteed by a bank, broker, dealer, credit union,
savings association, clearing agency or other institution (each an "Eligible
Institution") that is a member of a recognized signature guarantee medallion
program within the meaning of Rule 17Ad-15 under the Exchange Act. If the
Exchange Notes and/or debentures not exchanged are to be delivered to an address
other than that of the registered holder appearing on the register for the
debentures, the signature on the letter of transmittal must be guaranteed by an
Eligible Institution.
Any beneficial owner whose debentures are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender debentures should contact the holder promptly and instruct the holder
to tender debentures on the beneficial owner's behalf. If the beneficial owner
wishes to tender the debentures himself, the beneficial owner must, prior to
completing and executing the letter of transmittal and delivering the
debentures, either make appropriate arrangements to register ownership of the
debentures in the beneficial owner's name or follow the procedures described in
the immediately preceding paragraph. The transfer of record ownership may take
considerable time.
Holders whose debentures are not immediately available or who cannot
deliver their debentures, or a book-entry transfer, as the case may be, and all
other required documents to the exchange agent on or before the expiration date
may tender their debentures pursuant to the guaranteed delivery procedures set
forth in the Prospectus. Pursuant to such procedure: (a) tender must be made by
or through an Eligible Institution; (b) 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 telegram, telex,
facsimile transmission, mail or hand delivery) (1) setting forth the name and
address of the holder, the description of the debentures and the principal
amount of debentures tendered, (2) stating that the tender is being made thereby
and (3) guaranteeing that, within five New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, this letter
together with the certificates representing the debentures, or a book-entry
transfer, as the case may be, and any other documents required by this letter
will be deposited by the Eligible Institution with the exchange agent; and (c)
the certificates for all tendered debentures, or a book-entry transfer, as the
case may be, as well as all other documents required by this letter, must be
received by the exchange agent within five New York Stock Exchange trading days
after the date of execution of such Notice of Guaranteed Delivery, all as
provided in the Prospectus under the caption "THE EXCHANGE OFFER--How to
Tender."
The method of delivery of debentures and all other documents is at the
election and risk of the holder. If sent by mail, it is recommended that
registered mail, return receipt requested, be used, proper insurance be
obtained, and the mailing be made sufficiently in advance of the expiration date
to permit delivery to the exchange agent on or before the expiration date.
Unless an exemption applies under the applicable law and regulations
concerning "backup withholding" of federal income tax, the exchange agent will
be required to withhold, and will withhold, 31% of the gross proceeds otherwise
payable to a holder pursuant to the Exchange Offer if the holder does not
provide his or her taxpayer identification number (social security number or
employer identification number) and certify that such number is correct. Each
tendering holder should complete and sign the main signature form and the
Substitute Form W-9 included as part of the letter of transmittal, so as to
provide the information and certification necessary to avoid
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backup withholding, unless an applicable exemption exists and is proved in a
manner satisfactory to the Issuer and the exchange agent.
If a holder desires to tender debentures in the Exchange Offer and time
will not permit a letter of transmittal or debentures to reach the exchange
agent before the expiration date, a tender may be effected if the exchange agent
has received at its office listed on the back cover hereof on or prior to the
expiration date a letter, telegram or facsimile transmission from an Eligible
Institution setting forth the name and address of the tendering holder, the
principal amount of the debentures being tendered, the names in which the
debentures are registered and, if possible, the certificate numbers of the
debentures to be tendered, and stating that the tender is being made thereby and
guaranteeing that within five New York Stock Exchange trading days after the
date of execution of such letter, telegram or facsimile transmission by the
Eligible Institution, the debentures, in proper form for transfer, will be
delivered by such Eligible Institution together with a properly completed and
duly executed letter of transmittal (and any other required documents). Unless
debentures being tendered by the above-described method, or by a timely book-
entry transfer, are deposited with the exchange agent within the time period set
forth above (accompanied or preceded by a properly completed letter of
transmittal and any other required documents), the Issuer may, at its option,
reject the tender. Copies of a Notice of Guaranteed Delivery which may be used
by Eligible Institutions for the purposes described in this paragraph are
available from the exchange agent.
A tender will be deemed to have been received as of the date when the
tendering holder's properly completed and duly signed letter of transmittal
accompanied by the debentures, or by a timely book-entry transfer, is received
by the exchange agent. Issuances of Exchange Notes in exchange for debentures
tendered pursuant to a Notice of Guaranteed Delivery or letter, telegram or
facsimile transmission to similar effect (as provided above) by an Eligible
Institution will be made only against deposit of the letter of transmittal (and
any other required documents) and the tendered debentures, or by a timely book-
entry transfer.
All questions as to the validity, form, eligibility (including time of
receipt) and acceptance (including the decision of which debentures to accept
for exchange in the case of an over subscription of the offering as described in
the Prospectus) of tendered debentures will be determined by the Issuer, whose
determination will be final and binding. The Issuer reserves the absolute right
to reject any or all tenders for any reason. The Issuer also reserves the right
to waive any irregularities or conditions of tender as to particular debentures.
All tendering holders, by execution of this letter, waive any right to receive
notice of acceptance of their debentures. The Issuer's interpretation of the
terms and conditions of the Exchange Offer (including the letter of transmittal
and the instructions thereto) will be final and binding.
Neither the Issuer, the exchange agent nor any other person shall be
obligated to give notice of defects or irregularities in any tender, nor shall
any of them incur any liability for failure to give any such notice.
2. Partial Tenders. If less than the entire principal amount of any
debenture evidenced by a submitted certificate, or by a timely book-entry
transfer, is tendered, the tendering holder must fill in the principal amount
tendered in the fourth column of Box 1 above. All of the debentures represented
by a certificate delivered to the exchange agent, or by a timely book-entry
transfer, will be deemed to have been tendered unless otherwise indicated. A
certificate for debentures not tendered will be sent to the holder, unless
otherwise provided in Box 5, as soon as practicable after the expiration date,
in the event that less than the entire principal amount of debentures
represented by a submitted certificate is tendered. In the case of debentures
tendered by book-entry transfer, the non-exchanged debentures will be credited
to an account maintained by the holder with Metropolitan.
3. Signatures On This letter; Assignments; Guarantee Of Signatures. If
this letter is signed by the holder(s) of debentures tendered hereby, the
signature must correspond with the name(s) as written on the face of the
certificate(s) for such debentures, without alteration, enlargement or any
change whatsoever.
If any of the debentures tendered hereby are owned by two or more joint
owners, all owners must sign this letter. If any tendered debentures are held
in different names on several certificates, it will be necessary to complete,
sign and submit as many separate copies of this letter as there are names in
which certificates are held.
If this letter is signed by the holder of record and (a) the entire
principal amount of the holder's debentures are tendered; and/or (b) untendered
debentures, if any, are to be issued to the holder of record, then the holder of
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record need not endorse any certificates for tendered debentures, nor provide a
separate bond power. In any other case, the holder of record must transmit a
separate bond power with this letter.
If this letter or any certificate or assignment is 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 proper evidence satisfactory to the
Issuer of their authority to so act must be submitted, unless waived by the
Issuer.
Signatures on this letter must be guaranteed by an Eligible Institution,
unless debentures are tendered: (a) by a holder who has not completed the Box
entitled "Special Issuance Instructions" or "Special Delivery Instructions" on
this letter; or (b) for the account of an Eligible Institution. In the event
that the signatures in this letter are required to be guaranteed, such
guarantees must be by an eligible guarantor institution which is a member of The
Securities Transfer Agents Medallion Program ("STAMP"), The New York Stock
Exchanges Medallion Signature Program ("MSP") or The Stock Exchanges Medallion
Program ("SEMP"). If debentures are registered in the name of a person other
than the signer of this letter, the debentures surrendered for exchange must be
endorsed by, or be accompanied by a written instrument or instruments of
transfer or exchange, in satisfactory form as determined by the Issuer, in its
sole discretion, duly executed by the registered holder with the signature
thereon guaranteed by an Eligible Institution.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate, in Box 4 or 5, as applicable, the name and address to which the
Exchange Notes or certificates for debentures not exchanged are to be issued or
sent, if different from the name and address of the person signing this letter.
In the case of issuance in a different name, the tax identification number of
the person named must also be indicated. Holders tendering debentures by book-
entry transfer may request debentures not exchanged be credited to the account
maintained by Metropolitan as the holder may designate.
5. Tax Identification Number. Federal income tax law requires that a
holder whose tendered debentures are accepted for exchange must provide the
exchange agent (as payor) with his or her correct taxpayer identification number
("TIN"), which, in the case of a holder who is an individual, is his or her
social security number. If the exchange agent is not provided with the correct
TIN, the holder may be subject to a $50 penalty imposed by the Internal Revenue
Service. In addition, delivery to the holder of the Exchange Notes pursuant to
the Exchange Offer may be subject to back-up withholding. (If withholding
results in overpayment of taxes, a refund may be obtained.) Exempt holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these back-up withholding and reporting requirements. See the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
Under federal income tax laws, payments that may be made by the Issuer on
account of Exchange Notes issued pursuant to the Exchange Offer may be subject
to back-up withholding at a rate of 31%. In order to prevent back-up
withholding, each tendering holder must provide his or her correct TIN by
completing the "Substitute Form W-9" referred to above, certifying that the TIN
provided is correct (or that the holder is awaiting a TIN) and that: (a) the
holder has not been notified by the Internal Revenue Service that he or she is
subject to back-up withholding as a result of failure to report all interest or
dividends; (b) the Internal Revenue Service has notified the holder that he or
she is no longer subject to back-up withholding; or (c) in accordance with the
Guidelines, such holder is exempt from back-up withholding. If the debentures
are in more than one name or are not in the name of the actual owner, consult
the enclosed Guidelines for information on which TIN to report.
6. Transfer Taxes. The Issuer will pay all transfer taxes, if any,
applicable to the transfer of debentures to it or its order pursuant to the
Exchange Offer. If, however, the Exchange Notes or certificates for debentures
not exchanged are to be delivered to, or are to be issued in the name of, any
person other than the record holder, or if tendered certificates are recorded in
the name of any person other than the person signing this letter, or if a
transfer tax is imposed by any reason other than the transfer of debentures to
the Issuer or its order pursuant to the Exchange Offer, then the amount of such
transfer taxes (whether imposed on the record holder or any other person) will
be payable by the tendering holder. If satisfactory evidence of payment of
taxes or exemption from taxes is not submitted with this letter, the amount of
transfer taxes will be billed directly to the tendering holder.
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Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificates listed in this letter.
7. Waiver of Conditions. The Issuer reserves the absolute right to amend
or waive any of the specified conditions in the Exchange Offer in the case of
any debentures tendered.
8. Mutilated, Lost, Stolen or Destroyed Certificates. Any holder whose
certificates for debentures have been mutilated, lost, stolen or destroyed
should contact the exchange agent at the address indicated above, for further
instructions.
9. Requests For Assistance or Additional Copies. Questions relating to
the procedure for tendering, as well as requests for additional copies of the
Prospectus or this letter, may be directed to the exchange agent.
IMPORTANT: THIS LETTER (TOGETHER WITH CERTIFICATES REPRESENTING TENDERED
DEBENTURES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE
AGENT ON OR BEFORE THE EXPIRATION DATE OF THE OFFERING, AS STATED IN THE
PROSPECTUS.
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