EXHIBIT 99.1
FORM OF
EXCHANGE AGENCY AGREEMENT
, 200
U.S. Bank Trust National Association
Corporate Trust Services
000 X. 0xx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: Specialized Finance
Ladies and Gentlemen:
Public Service Company of Colorado, a Colorado corporation (the "Company"),
proposes to make an offer (the "Exchange Offer") to exchange any and all of its
outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due 2013 (the
"Original First Collateral Trust Bonds") for its 4.875% First Collateral Trust
Bonds, Series No. 12 due 2013 (the "Exchange First Collateral Trust Bonds"). The
terms and conditions of the Exchange Offer as currently contemplated are set
forth in a prospectus, dated , 200 (as the same may be amended or
supplemented from time to time, the "Prospectus"), to be distributed to all
record holders of the Original First Collateral Trust Bonds. A copy of the
Prospectus is attached hereto as Exhibit A. The Original First Collateral Trust
Bonds and the Exchange First Collateral Trust Bonds are collectively referred to
herein as the "Securities." Capitalized terms used but not defined herein shall
have the same meaning given them in the Prospectus.
A copy of each of the form of the Letter of Transmittal, the form of the
Notice of Guaranteed Delivery, the form of letter to clients and the form of
letter to brokers to be used in connection with the Exchange Offer are attached
hereto as Exhibit B.
The Company hereby appoints U.S. Bank Trust National Association to act as
exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
References hereinafter to "you" shall refer to the Exchange Agent.
The Exchange Offer is expected to be commenced by the Company on or about
, 200 . The Letter of Transmittal accompanying the Prospectus (or in
the case of book-entry securities, the ATOP system) is to be used by the holders
of the Original First Collateral Trust Bonds to accept the Exchange Offer and
contains instructions with respect to (i) the delivery of certificates for
Original First Collateral Trust Bonds tendered in connection therewith and (ii)
the book-entry transfer of Securities to the Exchange Agent's account.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
, 200 or on such later date or time to which the Company may extend
the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions
set forth in the Prospectus, the Company expressly reserves the right to extend
the Exchange Offer from time to time by giving oral (to be confirmed in writing)
or written notice to you before 9:00 a.m., New York City time, on the Business
Day following the previously scheduled Expiration Date.
The Company expressly reserves the right to amend or terminate the Exchange
Offer, and not to accept for exchange any Original First Collateral Trust Bonds
not theretofore accepted for exchange, upon the occurrence of any of the
conditions of the Exchange Offer specified in the Prospectus under the caption
"The Exchange Offer -- Conditions to the Exchange Offer." The Company will give
you prompt oral (confirmed in writing) or written notice of any amendment,
termination or nonacceptance of Original First Collateral Trust Bonds.
In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are
specifically set forth in the section of the Prospectus captioned "The
Exchange Offer" or in the Letter of Transmittal or as specifically set
forth herein; provided, however, that in no way will your general duty to
act in good faith be discharged by the foregoing.
2. You will establish an account with respect to the Original First
Collateral Trust Bonds at The Depository Trust Company (the "Book-Entry
Transfer Facility") for purposes of the Exchange Offer as soon as
practicable, and any financial institution that is a participant in the
Book-Entry Transfer Facility's system may make book-entry delivery of the
Original First Collateral Trust Bonds by causing the Book-Entry Transfer
Facility to transfer such Original First Collateral Trust Bonds into your
account in accordance with the Book Entry Transfer Facility's procedure for
such transfer.
3. You are to examine each of the Letters of Transmittal and
certificates for Original First Collateral Trust Bonds (or confirmation of
book-entry transfer into your account at the Book-Entry Transfer Facility)
and any other documents received by you from or for holders of the Original
First Collateral Trust Bonds to ascertain whether: (i) on their face the
Letters of Transmittal and any such other documents are duly executed and
properly completed in accordance with instructions set forth therein and
(ii) the Original First Collateral Trust Bonds have otherwise been properly
tendered. In each case where the Letter of Transmittal or any other
document has been improperly completed or executed or any of the
certificates for Original First Collateral Trust Bonds are not in proper
form for transfer or some other irregularity in connection with the
acceptance of the Exchange Offer exists, you will endeavor to inform such
tendering holders of the need for fulfillment of all requirements and to
take any other action as may be necessary or advisable to cause such
irregularity to be corrected.
4. With the approval of any person designated in writing by the
Company (a "Designated Officer") (such approval, if given orally, to be
confirmed in writing) or any other party designated by any such Designated
Officer in writing, you are authorized to waive any irregularities in
connection with any tender of Original First Collateral Trust Bonds
pursuant to the Exchange Offer.
5. Tenders of Original First Collateral Trust Bonds may be made only
as set forth in the Letter of Transmittal and in the section of the
Prospectus captioned "The Exchange Offer -- Procedures for Tendering," and
Original First Collateral Trust Bonds shall be considered properly tendered
to you only when tendered in accordance with the procedures set forth
therein.
Notwithstanding the provisions of this paragraph 5, Original First
Collateral Trust Bonds that any Designated Officer of the Company shall approve
as having been properly tendered shall be considered to be properly tendered.
Such approval, if given orally, shall be confirmed in writing.
6. You shall advise the Company with respect to any Original First
Collateral Trust Bonds received subsequent to the Expiration Date and
accept their instructions with respect to disposition of such Original
First Collateral Trust Bonds.
7. You shall accept tenders:
(a) in cases where the Original First Collateral Trust Bonds are
registered in two or more names only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter
of Transmittal) is acting in a fiduciary or a representative capacity
only when proper evidence of such person's authority to so act is
submitted; and
(c) from persons other than the registered holder of Original First
Collateral Trust Bonds provided that customary transfer requirements are
satisfied.
You shall accept partial tenders of Original First Collateral Trust Bonds
where so indicated and as permitted in the Letter of Transmittal and deliver
certificates or Original First Collateral Trust Bonds to the
2
transfer agent for division and return any untendered Original First Collateral
Trust Bonds to the holder (or such other person as may be designated in the
Letter of Transmittal) as promptly as practicable after expiration or
termination of the Exchange Offer.
8. Upon satisfaction or waiver of all of the conditions to the
Exchange Offer, the Company will notify you (such notice, if given orally,
to be confirmed in writing) of its acceptance, promptly after the
Expiration Date, of all Original First Collateral Trust Bonds properly
tendered and you, on behalf of the Company, will exchange such Original
First Collateral Trust Bonds for Exchange First Collateral Trust Bonds
provided to you by or on behalf of the Company and cause such Original
First Collateral Trust Bonds to be canceled. Delivery of Exchange First
Collateral Trust Bonds will be made on behalf of the Company by you at the
rate of $1,000 principal amount of Exchange First Collateral Trust Bonds
for each $1,000 principal amount of the corresponding series of Original
First Collateral Trust Bonds tendered promptly after notice (such notice,
if given orally, to be confirmed in writing) of acceptance of said Original
First Collateral Trust Bonds by the Company; provided, however, that in all
cases, Original First Collateral Trust Bonds tendered pursuant to the
Exchange Offer will be exchanged only after timely receipt by you of
certificates for such Original First Collateral Trust Bonds (or
confirmation of book-entry transfer into your account at the Book-Entry
Transfer Facility), a properly completed and duly executed Letter of
Transmittal (or facsimile thereof) with any required signature guarantees
and any other required documents. The Company shall issue Exchange First
Collateral Trust Bonds only in increments of $1,000. Original First
Collateral Trust Bonds may be tendered in whole or in part in increments of
$1,000, provided that if any Original First Collateral Trust Bonds are
tendered for exchange in part, the untendered principal amount thereof must
be in increments of $1,000.
9. Tenders pursuant to the Exchange Offer are irrevocable, except
that, subject to the terms and upon the conditions set forth in the
Prospectus and the Letter of Transmittal, Original First Collateral Trust
Bonds tendered pursuant to the Exchange Offer may be withdrawn at any time
on or prior to the Expiration Date.
10. The Company shall not be required to exchange any Original First
Collateral Trust Bonds tendered if any of the conditions set forth in the
Exchange Offer are not met. Notice of any decision by the Company not to
exchange any Original First Collateral Trust Bonds tendered shall be given
orally (and confirmed in writing) by the Company to you.
11. If, pursuant to the Exchange Offer, the Company does not accept
for exchange all or part of the Original First Collateral Trust Bonds
tendered because of an invalid tender, the occurrence of certain other
events set forth in the Prospectus under the caption "The Exchange
Offer -- Conditions to the Exchange Offer" or otherwise, you shall promptly
after the expiration or termination of the Exchange Offer return those
certificates of Original First Collateral Trust Bonds not accepted for
exchange (or effect appropriate book-entry transfer), together with any
related required documents and the Letters of Transmittal relating thereto
that are in your possession, to the persons who deposited them.
12. All certificates for reissued Original First Collateral Trust
Bonds, unaccepted Original First Collateral Trust Bonds or Exchange First
Collateral Trust Bonds shall be forwarded: (a) by first-class certified
mail, return receipt requested, under a blanket surety bond at the
direction and expense of the Company protecting you and the Company from
loss or liability arising out of the non-receipt or non-delivery of such
certificates; (b) by registered mail insured separately by you at the
expense of the Company, protecting you and the Company from loss or
liability arising out of the non-receipt or non-delivery of such
certificates; or (c) by effectuating appropriate book-entry transfer.
13. You are not authorized to pay or offer any concessions,
commissions or solicitation fees to any broker, dealer, bank or other
persons or to engage or utilize any person to solicit tenders.
14. As Exchange Agent hereunder, you:
(a) shall have no duties or obligations other than those
specifically set forth in the section of the Prospectus captioned "The
Exchange Offer" or in the Letter of Transmittal or as specifically set
forth herein or as may be subsequently agreed to in writing by you and
the Company;
3
(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness
of any of the certificates or the Original First Collateral Trust Bonds
or Exchange First Collateral Trust Bonds represented thereby deposited
with you or issued pursuant to the Exchange Offer, and will not be
required to and will make no representation as to the validity, value or
genuineness of the Exchange Offer or the Letter of Transmittal or any
other disclosure materials delivered in connection therewith;
(c) shall not be obligated to take any legal action hereunder; if,
however, you determine to take any legal action hereunder, and, where
the taking of such action might, in your judgment, subject or expose you
to any expense or liability, you shall not be required to act unless you
shall have been furnished with an indemnity satisfactory to you;
(d) may rely on, and be fully authorized and protected in acting or
failing to act upon any certificate, instrument, opinion, notice,
letter, telegram, telex, facsimile transmission or other document or
security delivered to you and believed by you to be genuine and to have
been signed by the proper party or parties;
(e) may reasonably act upon any tender, statement, request,
agreement or other instrument whatsoever not only as to its due
execution and validity and effectiveness of its provisions, but also as
to the truth and accuracy of any information contained therein, which
you shall in good faith believe to be genuine or to have been signed or
represented by a proper person or persons;
(f) may rely on, and shall be authorized and protected in acting or
failing to act upon the written, telephonic and oral instructions with
respect to any matter relating to you acting as Exchange Agent covered
by this Agreement (or supplementing or qualifying any such actions) of
officers of the Company;
(g) may consult with counsel satisfactory to you, including counsel
for the Company, with respect to any questions relating to your duties
and responsibilities and the advice or opinion of such counsel shall be
full and complete authorization and protection in respect of any action
taken, suffered or omitted to be taken by you hereunder in good faith
and in accordance with the advice or opinion of such counsel, provided
that you shall promptly notify the Company of any action taken or
omitted by you in reliance upon such advice or opinion;
(h) are not authorized, and shall have no obligation, to pay any
brokers, dealers or soliciting fees to any person; and
(i) shall not advise any person tendering Original First Collateral
Trust Bonds pursuant to the Exchange Offer as to the wisdom of making
such tender or as to the market value or decline or appreciation in
market value of any Original First Collateral Trust Bonds.
15. You shall take such action as may from time to time be requested
by the Company or its counsel or any Designated Officer of the Company (and
such other action as you may reasonably deem appropriate) to furnish copies
of the Prospectus, Letter of Transmittal and the Notice of Guaranteed
Delivery or such other forms as may be approved and provided to you from
time to time by the Company, to all persons requesting such documents and
to accept and comply with telephone requests for information relating to
the Exchange Offer, provided that such information shall relate only to the
procedures for accepting (or withdrawing from) the Exchange Offer. The
Company will furnish you with copies of such documents at your request. All
other requests for information relating to the Exchange Offer shall be
directed to the Company, Attention: Vice President and Chief Financial
Officer.
16. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to Vice President and Chief
Financial Officer of the Company, and such other person or persons as the
Company may request, daily (and more frequently during the week immediately
preceding the Expiration Date and if otherwise requested by the Company) up
to and including the Expiration Date, as to the aggregate principal amount
of Original First Collateral Trust Bonds which have been tendered pursuant
to the Exchange Offer and the items received by you pursuant to this
Agreement, separately
4
reporting and giving cumulative totals as to items properly received and
items improperly received. In addition, you will also inform, and cooperate
in making available to, the Company or any such other person or persons,
upon oral request made from time to time on or prior to the Expiration
Date, such other information as it or such person reasonably requests. Such
cooperation shall include, without limitation, the granting by you to the
Company and such person as the Company may request, of access to those
persons on your staff who are responsible for receiving tenders, in order
to ensure that immediately prior to the Expiration Date the Company shall
have received information in sufficient detail to enable it to decide
whether to extend the Exchange Offer. You shall prepare a final list of all
persons whose tenders were accepted, the aggregate principal amount of
Original First Collateral Trust Bonds tendered, the aggregate principal
amount of Original First Collateral Trust Bonds accepted and deliver said
list to the Company promptly after the Expiration Date.
17. Letters of Transmittal and Notices of Guaranteed Delivery received
by you shall be stamped by you as to the date and the time of receipt
thereof and shall be preserved by you for a period of time at least equal
to the period of time you preserve other records pertaining to the transfer
of securities.
18. You hereby expressly waive any lien, encumbrance or right of
set-off whatsoever that you may have with respect to funds deposited with
you for the payment of transfer taxes by reasons of amounts, if any,
borrowed by the Company, or any of its subsidiaries or affiliates pursuant
to any loan or credit agreement with you or for compensation owed to you
hereunder.
19. For services rendered as Exchange Agent hereunder, you shall be
entitled to the compensation set forth on Schedule I attached hereto, plus
reasonable out-of-pocket expenses and reasonable attorneys' fees, incurred
in connection with your services hereunder, within thirty days following
receipt by the Company of an itemized statement of such expenses and fees
in reasonable detail.
20. (a) The Company covenants and agrees to indemnify and hold you
(which for purposes of this paragraph shall include your directors,
officers and employees) harmless in your individual capacity and in your
capacity as Exchange Agent hereunder from and against any and all loss,
liability, cost, damage, expense and claim, including but not limited to
reasonable attorneys' fees and expenses, incurred by you as a result of,
arising out of or in connection with the performance by you of your duties
under this Agreement or the compliance by you with the instructions set
forth herein or delivered hereunder; provided, however, that the Company
shall not be liable for indemnification or otherwise, or hold you harmless,
for any loss, liability, costs, damage, expense or claim arising out of
your bad faith, gross negligence or willful misconduct. In no case shall
the Company be liable under this indemnity with respect to any claim
against you unless the Company shall be notified by you, by letter or by
facsimile confirmed by letter, of the written assertion of a claim against
you or of any other action commenced against you, promptly after you shall
have received any such written assertion or notice of commencement of
action. The Company shall be entitled to participate at its own expense in
the defense of any such claim or other action, and, if the Company so
elects, the Company may assume the defense of any suit brought to enforce
any such claim; provided, that the Company shall not be entitled to assume
the defense of any such action if the named parties to such action include
both the Company and you and representation of both parties by the same
legal counsel would, in the written opinion of counsel to you, be
inappropriate due to actual or potential conflicting interests between
them. In the event that the Company shall assume the defense of any such
suit or threatened action in respect of which indemnification may be sought
hereunder, the Company shall not be liable for the fees and expenses of any
counsel thereafter retained by you. The Company shall not be liable under
this paragraph for the fees and expenses of more than one legal counsel for
you.
(b) You agree that, without the prior written consent of the
Company (which consent shall not be unreasonably withheld), you will not
settle, compromise or consent to the entry of any pending or threatened
claim, action, or proceeding in respect of which indemnification could
be sought in accordance with the indemnification provisions of this
Agreement (whether or not you or the Company or any of its directors or
controlling persons is an actual or potential party to such claim,
action or proceeding).
5
21. The Company understands that you are required in certain instances
to deduct 30% of the amounts to be paid with respect to interest paid on
the Exchange First Collateral Trust Bonds and proceeds from the sale,
exchange, redemption or retirement of the Exchange First Collateral Trust
Bonds from holders who have not supplied their correct Taxpayer
Identification Number or required certification. You will remit any such
funds to the Internal Revenue Service in accordance with applicable
regulations.
22. You shall notify the Company of the amount of any transfer taxes
of which you have actual knowledge are payable in respect of the exchange
of Original First Collateral Trust Bonds.
23. This Agreement and your appointment as Exchange Agent hereunder
shall be construed and enforced in accordance with the laws of the State of
Colorado applicable to agreements made and to be performed entirely within
such state, and without regard to conflicts of law principles, and shall
inure to the benefit of, and the obligations created hereby shall be
binding upon, the successors and assigns of each of the parties hereto, and
no other person shall have any rights hereunder.
24. This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement.
25. In case any provision of this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
26. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, canceled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party
to be charged. This Agreement may not be modified orally.
27. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party, addressed
to it, at its address or facsimile number set forth below:
If to the Company: Public Service Company of Colorado
000 Xxxxxxxx Xxxx, 00xx Xxxxx
Xxxxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxx
If to the Exchange Agent: U.S. Bank Trust National Association
Corporate Trust Services
000 X. 0xx Xxxxxx
Xx. Xxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Specialized Finance
28. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, Paragraphs 19, 20 and 21 shall survive the termination of this
Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Company any certificates for Securities, funds or property
then held by you as Exchange Agent under this Agreement.
6
29. This Agreement shall be binding and effective as of the date
hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
PUBLIC SERVICE COMPANY OF
COLORADO
By:
--------------------------------------
Name:
------------------------------------
Title:
------------------------------------
Accepted as of the date first above
written:
U.S. BANK TRUST NATIONAL ASSOCIATION
By:
--------------------------------------
Name:
------------------------------------
Title:
------------------------------------
7
SCHEDULE I
FEES
SCHEDULE OF FEES
FOR
PUBLIC SERVICE COMPANY OF
COLORADO
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013
1. EXCHANGE AGENT FEE: $5,000
Covers review of the Letter of Transmittal, the Exchange Agent Agreement
and other related documentation; establishment of accounts and systems link with
depositories; operational and administrative charges and time spent in
connection with the review, receipt and processing of Letters of Transmittal,
Agent's Messages and Notices of Guaranteed Delivery.
Note: The fees set forth in this schedule are subject to review of
documentation and our internal credit and conflict review. The fees are also
subject to change should circumstances warrant. Out-of-pocket expenses and
disbursements, including reasonable counsel fees, incurred in the performance of
our duties will be added to the billed fees. If a deal should fail to close for
reasons beyond our control, we reserve the right to charge our acceptance plus
reimbursement for legal fees incurred.
Fees for any services not specifically covered in this or other applicable
schedules will be based on an appraisal of services rendered.
EXHIBIT B-1
FORM OF
LETTER OF TRANSMITTAL
PUBLIC SERVICE COMPANY OF
COLORADO
OFFER TO EXCHANGE ITS
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013
(REGISTERED UNDER THE SECURITIES ACT OF 1933)
FOR ANY AND ALL OF ITS OUTSTANDING
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013
PURSUANT TO THE PROSPECTUS
DATED , 200
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME,
ON , 200 , UNLESS EXTENDED (THE "EXPIRATION DATE").
The Exchange Agent Is:
U.S. BANK TRUST NATIONAL ASSOCIATION
By mail, overnight delivery or hand:
U.S. BANK TRUST NATIONAL ASSOCIATION, AS EXCHANGE AGENT
CORPORATE TRUST SERVICES
000 X. 0XX XXXXXX
XX. XXXX, XX 00000
ATTENTION: SPECIALIZED FINANCE
PUBLIC SERVICE COMPANY OF
COLORADO EXCHANGE OFFER
By facsimile:
Fax: (000) 000-0000
Attention: Specialized Finance
Public Service Company of
Colorado Exchange Offer
Confirm by telephone:
(000) 000-0000
DELIVERY OF THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT AT AN ADDRESS
OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A
NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS DATED
, 200 (THE "PROSPECTUS") OF PUBLIC SERVICE COMPANY OF
COLORADO
(THE "COMPANY"), AND THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL"),
WHICH TOGETHER DESCRIBE THE COMPANY'S OFFER (THE "EXCHANGE OFFER") TO EXCHANGE
ITS 4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013 (THE "EXCHANGE
FIRST COLLATERAL TRUST BONDS"), WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), FOR EACH OF ITS OUTSTANDING
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013 ISSUED ON MARCH 14,
2003 (THE "ORIGINAL FIRST COLLATERAL TRUST BONDS") FROM THE HOLDERS THEREOF.
THE TERMS OF THE EXCHANGE FIRST COLLATERAL TRUST BONDS ARE IDENTICAL IN ALL
MATERIAL RESPECTS (INCLUDING PRINCIPAL AMOUNT, INTEREST RATE AND MATURITY) TO
THE TERMS OF THE ORIGINAL FIRST COLLATERAL TRUST BONDS FOR WHICH THEY MAY BE
EXCHANGED PURSUANT TO THE EXCHANGE OFFER, EXCEPT THAT THE EXCHANGE FIRST
COLLATERAL TRUST BONDS ARE FREELY TRANSFERABLE BY HOLDERS THEREOF (EXCEPT AS
PROVIDED HEREIN OR IN THE PROSPECTUS).
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE SAME MEANING
GIVEN THEM IN THE PROSPECTUS.
CONTACT YOUR BANK OR BROKER TO ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS
AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.
The undersigned has checked the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THIS ENTIRE
LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE COMPLETING THE SPACES BELOW
List below the Original First Collateral Trust Bonds to which this Letter
of Transmittal relates. If the space provided below is inadequate, the
certificate numbers and aggregate principal amounts should be listed on a
separate signed schedule affixed hereto.
DESCRIPTION OF ORIGINAL FIRST COLLATERAL TRUST BONDS TENDERED
-------------------------------------------------------------------------------------------------------------------------------
AMOUNT OF ORIGINAL
AGGREGATE AMOUNT FIRST COLLATERAL
OF ORIGINAL TRUST BONDS TENDERED
NAME(S) AND ADDRESSES OF HOLDER(S) CERTIFICATE FIRST COLLATERAL (IF LESS THAN ALL
(PLEASE FILL IN, IF BLANK) NUMBER(S)* TRUST BONDS TENDERED)**
-------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
---------------------------------------------------------------
TOTAL AMOUNT TENDERED
-------------------------------------------------------------------------------------------------------------------------------
* Need not be completed by book-entry holders.
** Original First Collateral Trust Bonds may be tendered only in increments of
$1,000, provided that if any Original First Collateral Trust Bonds are
tendered for exchange in part, the untendered amount thereof must be in
increments of $1,000. All Original First Collateral Trust Bonds held shall
be deemed tendered unless a lesser number is specified in this column.
--------------------------------------------------------------------------------
Holders of Original First Collateral Trust Bonds whose Original First
Collateral Trust Bonds are not immediately available or who cannot deliver their
Original First Collateral Trust Bonds all other required documents to the
Exchange Agent on or prior to the Expiration Date or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Original
First Collateral Trust Bonds according to the guaranteed delivery procedures set
forth in the Prospectus.
Unless the context otherwise requires, the term "holder" for purposes of
this Letter of Transmittal means any person in whose name Original First
Collateral Trust Bonds are registered or any other person who has obtained a
properly completed bond power from the registered holder or any person whose
Original First Collateral Trust Bonds are held of record by The Depository Trust
Company ("DTC").
B-1-2
[ ] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED ORIGINAL FIRST COLLATERAL TRUST BONDS ARE BEING DELIVERED PURSUANT
TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT
AND COMPLETE THE FOLLOWING:
Name of Registered holders(s)
---------------------------------------------------------------------------
Name of Institution which Guaranteed Delivery
------------------------------------------------------------------------
Date of Execution of Notice of Guaranteed Delivery
-------------------------------------------------------------------
If Delivered by Book-Entry Transfer:
Name of Tendering Institution
---------------------------------------------------------------------------
DTC Account Number
---------------------------------------------------------------------------
Transaction Code Number
---------------------------------------------------------------------------
[ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO
PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:
Name
---------------------------------------------------------------------------
Address
---------------------------------------------------------------------------
[ ] CHECK HERE IF EXCHANGE FIRST COLLATERAL TRUST BONDS ARE TO BE DELIVERED TO
ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Name
---------------------------------------------------------------------------
Address
---------------------------------------------------------------------------
[ ] CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE ORIGINAL FIRST
COLLATERAL TRUST BONDS FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR
OTHER TRADING ACTIVITIES (A "PARTICIPATING BROKER-DEALER") AND WISH TO
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO:
Name
---------------------------------------------------------------------------
Address
---------------------------------------------------------------------------
If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange First Collateral Trust Bonds. If the undersigned is a broker-dealer
holding Original First Collateral Trust Bonds acquired for its own account as a
result of market-making activities or other trading activities, it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of Exchange First Collateral Trust Bonds received in respect of such
Original First Collateral Trust Bonds pursuant to the Exchange Offer; however,
by so acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act. A broker-dealer may not participate in the Exchange Offer with respect to
Original First Collateral Trust Bonds acquired other than as a result of
market-making activities or other trading activities. Any holder who is an
"affiliate" of the Company or who has an arrangement or understanding with
respect to the distribution of the Exchange First Collateral Trust Bonds to be
acquired pursuant to the Exchange Offer, or any broker-dealer who purchased
Original First Collateral Trust Bonds from the Company to resell pursuant to
Rule 144A under the Securities Act or any other available exemption under the
Securities Act must comply with the registration and prospectus delivery
requirements under the Securities Act.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
B-1-3
Ladies and Gentlemen:
The undersigned hereby tenders to Public Service Company of Colorado, a
Colorado corporation (the "Company"), the above described aggregate principal
amount of the Company's 4.875% First Collateral Trust Bonds Series No. 12, due
2013 (the "Original First Collateral Trust Bonds") in exchange for like 4.875%
First Collateral Trust Bonds, Series No. 11 due 2013 (the "Exchange First
Collateral Trust Bonds") which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 200 (as the same may
be amended or supplemented from time to time, the "Prospectus"), receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with the Prospectus, constitute the "Exchange Offer").
Subject to and effective upon the acceptance for exchange of all or any
portion of the Original First Collateral Trust Bonds tendered in accordance with
the terms and conditions of the Exchange Offer (including, if the Exchange Offer
is extended or amended, the terms and conditions of any such extension or
amendment), the undersigned hereby exchanges, assigns and transfers to or upon
the order of the Company all right, title and interest in and to such Original
First Collateral Trust Bonds as are being tendered in accordance herewith. The
undersigned hereby irrevocably constitutes and appoints the Exchange Agent as
its true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent is also acting as agent of the Company in connection with the
Exchange Offer) to cause the Original First Collateral Trust Bonds to be
assigned, transferred and exchanged.
The undersigned hereby represents and warrants that it has full power and
authority to tender, exchange, sell, assign and transfer the Original First
Collateral Trust Bonds and to acquire Exchange First Collateral Trust Bonds
issuable upon the exchange of such tendered Original First Collateral Trust
Bonds, and that, when the same are accepted for exchange, the Company will
acquire good, marketable and unencumbered title thereto, free and clear of all
liens, restrictions, charges and encumbrances, and not subject to any adverse
claim. The undersigned also warrants that it 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 exchange, assignment and transfer of
the Original First Collateral Trust Bonds or transfer ownership of such Original
First Collateral Trust Bonds on the account books maintained by the book-entry
transfer facility. The undersigned further agrees that acceptance of any and all
validly tendered Original First Collateral Trust Bonds by the Company and the
issuance of the Exchange First Collateral Trust Bonds, Series No. 12 in exchange
therefor shall constitute full performance by the Company of its obligations
under the Registration Rights Agreement dated March 14, 2003, by and among the
Company and the initial purchasers of the Original First Collateral Trust Bonds
(the "Registration Rights Agreement") and that the Company will have no further
obligations or liabilities thereunder. The undersigned will comply with its
obligations under the Registration Rights Agreement. The undersigned has read
and agrees to all of the terms of the Exchange Offer.
If any tendered Original First Collateral Trust Bonds are not exchanged
pursuant to the Exchange Offer for any reason, the Original First Collateral
Trust Bonds not exchanged will be returned or, in the case of Original First
Collateral Trust Bonds tendered by book-entry transfer, such Original First
Collateral Trust Bonds will be credited to an account maintained at DTC, without
expense to the tendering holder, promptly following the expiration or
termination of the Exchange Offer.
The undersigned understands that tenders of Original First Collateral Trust
Bonds pursuant to any one of the procedures described in "The Exchange
Offer -- Procedures for Tendering" in the Prospectus and in the instructions
herein will, upon the Company's acceptance for exchange of such tendered
Original First Collateral Trust Bonds, constitute a binding agreement between
the undersigned and the Company upon the terms and subject to the conditions of
the Exchange Offer. The undersigned recognizes that, under certain circumstances
set forth in the Prospectus, the Company may not be required to accept for
exchange any of the Original First Collateral Trust Bonds tendered by the
undersigned.
B-1-4
By tendering Original First Collateral Trust Bonds and executing this
Letter of Transmittal, the undersigned hereby represents and agrees that:
(i) the undersigned is not an "affiliate" of the Company (as defined in
Rule 405 under the Securities Act),
(ii) any Exchange First Collateral Trust Bonds to be received by the
undersigned are being acquired in the ordinary course of its business and the
undersigned received the Original First Collateral Trust Bonds being tendered
for exchange in the ordinary course of its business,
(iii) if the undersigned is not a broker-dealer, the undersigned or the
person receiving the Exchange First Collateral Trust Bonds is not engaged in,
does not intend to engage in and has no arrangement or understanding with any
person to engage in a distribution (within the meaning of the Securities Act) of
Exchange First Collateral Trust Bonds to be received in the Exchange Offer, and
(iv) the undersigned is not a broker-dealer tendering Original First
Collateral Trust Bonds acquired directly from the Company.
If any holder of Original First Collateral Trust Bonds is an affiliate of
the Company or is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the Exchange First Collateral
Trust Bonds to be acquired pursuant to the Exchange Offer, such holder (i) may
not rely on certain interpretive letters issued by the staff of the Division of
Corporation Finance of the Securities and Exchange Commission to third parties
relating to exchange offers and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction.
By tendering Original First Collateral Trust Bonds pursuant to the Exchange
Offer, a holder of Original First Collateral Trust Bonds who is a broker-dealer
represents and agrees that (a) such Original First Collateral Trust Bonds held
by the broker-dealer are held only as a nominee, or (b) such Original First
Collateral Trust Bonds were acquired by such broker-dealer for its own account
as a result of market-making activities or other trading activities and it will
deliver a Prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange First Collateral Trust Bonds
(provided that, by so acknowledging and by delivering a Prospectus, such
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act).
The Company has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus may be used by a broker-dealer who acquired
Original First Collateral Trust Bonds for its own account as a result of market-
making or other trading activities (a "Participating Broker-Dealer") in
connection with resales of Exchange First Collateral Trust Bonds received in
exchange for such Original First Collateral Trust Bonds, for a period ending 210
days after the Expiration Date (subject to extension under certain limited
circumstances described in the Prospectus) or, if earlier, when all such
Exchange First Collateral Trust Bonds have been disposed of by such
Participating Broker-Dealer. However, a Participating Broker-Dealer who intends
to use the Prospectus in connection with the resale of Exchange First Collateral
Trust Bonds received in exchange for Original First Collateral Trust Bonds
pursuant to the Exchange Offer must notify the Company, or cause the Company to
be notified, on or prior to the Expiration Date, that it is a Participating
Broker-Dealer. Such notice may be given in the space provided herein for that
purpose or may be delivered to the Exchange Agent at the address set forth on
the cover page of this Letter of Transmittal. In that regard, each Participating
Broker-Dealer, by tendering such Original First Collateral Trust Bonds, agrees
that, upon receipt of notice from the Company of the occurrence of any event or
the discovery of any fact which makes any statement contained or incorporated by
reference in the Prospectus untrue in any material respect or which causes the
Prospectus to omit to state a material fact necessary in order to make the
statements contained or incorporated by reference therein, in light of the
circumstances under which they were made, not misleading or of the occurrence of
certain other events specified in the Registration Rights Agreement, such
Participating Broker-Dealer will suspend the sale of Exchange First Collateral
Trust Bonds pursuant to the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and has
furnished copies of the amended or supplemented Prospectus to the Participating
Broker-Dealer or the Company has given notice that the sale of the Exchange
First Collateral Trust Bonds may be resumed, as the case may be. If the Company
gives such notice to suspend the sale of the Exchange First Collateral Trust
Bonds, it shall extend the 210-day period referred to above during which
Participating Broker-Dealers are entitled to use the Prospectus in connection
with the resale of Exchange First Collateral Trust Bonds by the number of days
during the period from and including the date of the giving of such notice to
and including the date when Participating Broker-
B-1-5
Dealers shall have received copies of the supplemented or amended Prospectus
necessary to permit resales of the Exchange First Collateral Trust Bonds or to
and including the date on which the Company has given notice that the sale of
Exchange First Collateral Trust Bonds may be resumed, as the case may be.
All authority herein conferred or agreed to be conferred in this Letter of
Transmittal shall survive the death or incapacity of the undersigned and any
obligation of the undersigned hereunder shall be binding upon the heirs,
executors, administrators, personal representatives, trustees in bankruptcy,
legal representatives, successors and assigns of the undersigned. Except as
stated in the Prospectus, this tender is irrevocable.
THE UNDERSIGNED, BY COMPLETING THE SECTION TITLED "DESCRIPTION OF ORIGINAL
FIRST COLLATERAL TRUST BONDS TENDERED" ABOVE AND SIGNING THIS LETTER, WILL BE
DEEMED TO BE TENDERING THE ORIGINAL FIRST COLLATERAL TRUST BONDS IN THE AMOUNT
SET FORTH IN SUCH SECTION.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the Exchange First
Collateral Trust Bonds be issued in the name(s) of the undersigned or, in the
case of a book-entry transfer of Original First Collateral Trust Bonds, the
undersigned hereby directs that such Exchange First Collateral Trust Bonds be
credited to the DTC account of the DTC participant in whose name the Original
First Collateral Trust Bonds are registered. Unless otherwise indicated under
"Special Delivery Instructions," please deliver certificates evidencing Exchange
First Collateral Trust Bonds to the undersigned at the address shown below the
undersigned's signature.
B-1-6
TENDERING HOLDER(S) SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
Must be signed by the registered holder(s) exactly as the name(s) appear(s)
on the certificate(s) for the Original First Collateral Trust Bonds being
tendered or on a security position listing or by any person(s) authorized to
become the registered holder(s) by endorsements and documents transmitted
herewith (including such opinions of counsel, certifications and other
information as may be required by the Company or the Exchange Agent to comply
with the restrictions on transfer applicable to the Original First Collateral
Trust Bonds). If signature is by an attorney-in-fact, executor, administrator,
trustee, guardian, officer of a corporation or another acting in a fiduciary
capacity or representative capacity, please set forth the signer's full title.
See Instruction 3.
--------------------------------------------------------------------------------
(SIGNATURE(S) OF HOLDER(S))
Date
------------------------, 200
Name(s)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(PLEASE PRINT)
Capacity (full title)
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
Tax Identification or Social Security Number(s)
-------------------------------------------------------------------
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED -- SEE INSTRUCTION 3)
Authorized Signature
--------------------------------------------------------------------------------
Dated
--------------------------------------------------------------------------------
Name
--------------------------------------------------------------------------------
Capacity or Title
--------------------------------------------------------------------------------
Name of Firm
--------------------------------------------------------------------------------
Address
--------------------------------------------------------------------------------
(INCLUDE ZIP CODE)
Area Code and Telephone Number
--------------------------------------------------------------------------------
B-1-7
----------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if the Exchange First Collateral
Trust Bonds and/or any non-tendered or non-exchanged
Original First Collateral Trust Bonds are to be issued
in the name of someone other than the holder of the
Original First Collateral Trust Bonds whose name(s)
appear(s) above.
Issue:
[ ] Exchange First Collateral Trust Bonds to:
[ ] Non-tendered or non-exchanged Original First
Collateral Trust Bonds to:
Name -------------------------------------------------
(PLEASE PRINT)
Address: -----------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
(INCLUDE ZIP CODE)
--------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
--------------------------------------------------------
(TELEPHONE NUMBER, WITH AREA CODE)
----------------------------------------------------------------
----------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if the Exchange First Collateral
Trust Bonds and/or non-tendered or non-exchanged
Original First Collateral Trust Bonds are to be sent to
someone other than the registered holder of the Original
First Collateral Trust Bonds whose name(s) appear(s)
above, or to such registered holder(s) at an address
other than that shown above.
Issue:
[ ] Exchange First Collateral Trust Bonds to:
[ ] Non-tendered or non-exchanged Original First
Collateral Trust Bonds to:
Name -------------------------------------------------
(PLEASE PRINT)
Address -----------------------------------------------
--------------------------------------------------------
--------------------------------------------------------
(INCLUDE ZIP CODE)
--------------------------------------------------------
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
--------------------------------------------------------
(TELEPHONE NUMBER, WITH AREA CODE)
----------------------------------------------------------------
SEE INSTRUCTIONS
B-1-8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and First Collateral Trust Bonds;
Guaranteed Delivery Procedures. A holder of Original First Collateral Trust
Bonds may tender the same by (i) properly completing and signing this Letter of
Transmittal or a facsimile hereof (all references in the Prospectus to the
Letter of Transmittal shall be deemed to include a facsimile thereof) and
delivering the same, together with the certificate or certificates, if
applicable, representing the Original First Collateral Trust Bonds being
tendered, and any required signature guarantees and any other documents required
by this Letter of Transmittal, to the Exchange Agent at its address set forth
above on or prior to the Expiration Date, or (ii) complying with the procedure
for book-entry transfer described below, or (iii) complying with the guaranteed
delivery procedures described below.
Holders of Original First Collateral Trust Bonds may tender Original First
Collateral Trust Bonds by book-entry transfer by crediting the Original First
Collateral Trust Bonds to the Exchange Agent's account at DTC in accordance with
DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable
ATOP procedures with respect to the Exchange Offer. DTC participants that are
accepting the Exchange Offer should transmit their acceptance to DTC, which will
edit and verify the acceptance and execute a book- entry delivery to the
Exchange Agent's account at DTC. DTC will then send a computer-generated message
(an "Agent's Message") to the Exchange Agent for its acceptance in which the
holder of the Original First Collateral Trust Bonds acknowledges and agrees to
be bound by the terms of, and makes the representations and warranties contained
in, this Letter of Transmittal, the DTC participant confirms on behalf of itself
and the beneficial owners of such Original First Collateral Trust Bonds all
provisions of this Letter of Transmittal (including any representations and
warranties) applicable to it and such beneficial owner as fully as if it had
completed the information required herein and executed and transmitted this
Letter of Transmittal to the Exchange Agent. Delivery of the Agent's Message by
DTC will satisfy the terms of the Exchange Offer as to execution and delivery of
a Letter of Transmittal by the participant identified in the Agent's Message.
DTC participants may also accept the Exchange Offer by submitting a Notice of
Guaranteed Delivery through ATOP.
THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE ORIGINAL FIRST
COLLATERAL TRUST BONDS AND ANY OTHER REQUIRED DOCUMENTS 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 OR CONFIRMED BY THE EXCHANGE AGENT.
RATHER THAN MAIL THESE ITEMS, THE COMPANY RECOMMENDS THAT HOLDERS USE AN
OVERNIGHT OR HAND DELIVERY SERVICE. IF DELIVERY IS BY MAIL, IT IS SUGGESTED THAT
CERTIFIED OR REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, BE
USED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY.
NO ORIGINAL FIRST COLLATERAL TRUST BONDS OR LETTERS OF TRANSMITTAL SHOULD BE
SENT TO THE COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS,
COMMERCIAL BANKS, TRUST COMPANIES OR OTHER NOMINEES TO EFFECT THE ABOVE
TRANSACTIONS FOR THEM.
Holders whose Original First Collateral Trust Bonds are not immediately
available or who cannot deliver their Original First Collateral Trust Bonds and
all other required documents to the Exchange Agent on or prior to the Expiration
Date or who cannot complete the procedures for book-entry transfer on a timely
basis must tender their Original First Collateral Trust Bonds pursuant to the
guaranteed delivery procedures set forth in the Prospectus. Pursuant to such
procedure: (i) such tender must be made by or through an Eligible Institution
(as defined below); (ii) prior to the Expiration Date, the Exchange Agent must
have received from such 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, the principal amount
of Original First Collateral Trust Bonds tendered, stating that the tender is
being made thereby, and guaranteeing that, within three (3) New York Stock
Exchange trading days after the Expiration Date, this Letter of Transmittal, or
facsimile of this Letter of Transmittal, duly executed, together with a book-
entry confirmation, and any other documents required by this Letter of
Transmittal will be deposited by the Eligible Institution with the Exchange
Agent; and (iii) the properly completed and executed Letter of Transmittal, or
facsimile thereof, as well as a book-entry confirmation, and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three (3) New York Stock Exchange trading days after the Expiration Date.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Original First Collateral Trust Bonds for exchange.
B-1-9
2. Partial Tenders and Withdrawal Rights. If less than the entire
principal amount of Original First Collateral Trust Bonds, as the case may be,
evidenced by a submitted certificate is tendered, the tendering holder must fill
in the aggregate principal amount of Original First Collateral Trust Bonds
tendered in the box entitled "Description of Original First Collateral Trust
Bonds Tendered." Original First Collateral Trust Bonds may be tendered only in
increments of $1,000, provided that if any Original First Collateral Trust Bonds
are tendered for exchange in part, the untendered amount thereof must be in
increments of $1,000. A newly issued certificate for the Original First
Collateral Trust Bonds submitted but not tendered will be sent to such holder as
soon as practicable after the Expiration Date. All Original First Collateral
Trust Bonds delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise clearly indicated.
If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date.
To be effective with respect to the tender of Original First Collateral
Trust Bonds, a written notice, which may be by telegram, telex, facsimile
transmission or letter of withdrawal, must be received by the Exchange Agent at
the address for the Exchange Agent set forth above. Any notice of withdrawal
must (i) specify the name of the person who tendered the Original First
Collateral Trust Bonds to be withdrawn; (ii) identify the Original First
Collateral Trust Bonds to be withdrawn including the certificate number or
numbers and principal amount of such Original First Collateral Trust Bonds; and
(iii) be signed by the holder in the same manner as the original signature on
this Letter of Transmittal (including any required signature guarantees) or be
accompanied by documents of transfer sufficient to have the trustee with respect
to the Original First Collateral Trust Bonds register the transfer of the
Original First Collateral Trust Bonds into the name of the person withdrawing
the tender. If Original First Collateral Trust Bonds have been tendered pursuant
to the procedure for book-entry transfer, any notice of withdrawal must specify
the name and number of the account at DTC to be credited with the withdrawn
Original First Collateral Trust Bonds and otherwise comply with DTC procedures.
All questions as to the validity of notices of withdrawals, including time of
receipt, will be determined by the Company, and such determination will be final
and binding on all parties.
Any Original First Collateral Trust Bonds so withdrawn will be deemed not
to have been validly tendered for exchange for purposes of the Exchange Offer.
Any Original First Collateral Trust Bonds which have been tendered for exchange
but which are not exchanged for any reason will be returned to the holder
thereof without cost to such holder (or, in the case of Original First
Collateral Trust Bonds tendered by book-entry transfer into the Exchange Agent's
account at DTC pursuant to the book-entry transfer procedures described above,
such Original First Collateral Trust Bonds will be credited to an account with
DTC for Original First Collateral Trust Bonds as soon as practicable after
withdrawal, rejection of tender or termination of the Exchange Offer). Properly
withdrawn Original First Collateral Trust Bonds may be retendered by following
one of the procedures described under the caption "The Exchange Offer --
Procedures for Tendering" in the Prospectus at any time prior to the Expiration
Date.
3. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures. If this Letter of Transmittal is signed
by the registered holder(s) of the Original First Collateral Trust Bonds
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates without alteration, enlargement or any change
whatsoever.
If any of the Original First Collateral Trust Bonds tendered hereby are
owned of record by two or more joint owners, all such owners must sign this
Letter of Transmittal.
If a number of Original First Collateral Trust Bonds registered in
different names are tendered, it will be necessary to complete, sign and submit
as many separate copies of this Letter of Transmittal as there are different
registrations of Original First Collateral Trust Bonds.
When this Letter of Transmittal is signed by the registered holder or
holders (which term, for the purposes described herein, shall include the
book-entry transfer facility whose name appears on a security listing as the
owner of the Original First Collateral Trust Bonds) of Original First Collateral
Trust Bonds listed and tendered hereby, no endorsements of certificates or
separate written instruments of transfer or exchange are required.
Signatures on this Letter of Transmittal or a notice of withdrawal must be
guaranteed by a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., a commercial bank or trust
company having an office or correspondent in the United States or another
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (each, an "Eligible Institution"),
B-1-10
unless the Original First Collateral Trust Bonds tendered pursuant thereto are
tendered: (i) by a registered holder who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on this
Letter of Transmittal; or (ii) for the account of an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Original First Collateral Trust Bonds
listed, such Original First Collateral Trust Bonds must be endorsed by the
registered holder with the signature guaranteed by an eligible institution or
accompanied by proper documentation of transfer or exchange, in satisfactory
form as determined by the Company in its sole discretion, and signed by the
registered holder with the signature guaranteed by an Eligible Institution.
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange 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 with
this Letter of Transmittal.
4. Special Issuance and Delivery Instructions. Tendering holders should
indicate, as applicable, the name and address to which the Exchange First
Collateral Trust Bonds or certificates for Original First Collateral Trust Bonds
not exchanged are to be issued or sent, if different from the name and address
of the person signing this Letter of Transmittal. In the case of issuance in a
different name, the tax identification number of the person named must also be
indicated. Holders tendering Original First Collateral Trust Bonds by book-entry
transfer may request that Original First Collateral Trust Bonds not exchanged be
credited to such account maintained at the book-entry transfer facility as such
holder may designate.
5. Transfer Taxes. Holders who tender their Original First Collateral
Trust Bonds for exchange will not be obligated to pay any transfer taxes in
connection therewith, except that holders who instruct the Company to register
Exchange First Collateral Trust Bonds in the name of, or request that Original
First Collateral Trust Bonds not tendered or not accepted in the Exchange Offer
be returned to, a person other than the registered tendering holder will be
responsible for the payment of any applicable transfer tax thereon. If
satisfactory evidence of payment of such transfer taxes or exception therefrom
is not submitted herewith, the amount of such transfer taxes will be billed
directly to such tendering holder.
6. Waiver of Conditions. The Company reserves the absolute right to waive,
in whole or in part, any of the conditions to the Exchange Offer set forth in
the Prospectus.
7. Mutilated, Lost, Destroyed or Stolen Certificates. Any holder whose
Original First Collateral Trust Bonds have been mutilated, lost, stolen or
destroyed, should contact the Exchange Agent at the address indicated below for
further instructions.
8. Backup Withholding; Substitute Form W-9. U.S. federal income tax law
generally requires a holder whose tendered First Collateral Trust Bonds are
accepted for exchange to provide the Exchange Agent with such holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN or an adequate basis for an
exemption from backup withholding, the Internal Revenue Service (the "IRS") may
subject the holder or other payee to a $50 penalty. In addition, payments to
such holders or other payees with respect to Exchange First Collateral Trust
Bonds may be subject to backup withholding.
Certain holders (including, among others, corporations, financial
institutions and certain foreign persons) may not be subject to these backup
withholding and reporting requirements. Such holders should nevertheless
complete the attached Substitute Form W-9 below, and write "exempt" on the face
thereof, to avoid possible erroneous backup withholding. A foreign person may
qualify as an exempt recipient by submitting a properly completed IRS Form W-8,
signed under penalties of perjury, attesting to that holder's exempt status.
Please consult the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9" for additional guidance on which
holders are exempt from backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the
tendering holder has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 2 is checked, the
holder or other payee must also complete the Certificate of Awaiting Taxpayer
Identification Number below in order to avoid backup withholding.
Notwithstanding that the box in Part 2 is checked and the Certificate of
Awaiting Taxpayer Identification
B-1-11
Number is completed, the Exchange Agent will withhold up to 30% of all payments
made prior to the time a properly certified TIN is provided to the Exchange
Agent. The Exchange Agent will retain such amounts withheld during the 60-day
period following the date of the Substitute Form W-9. If the holder furnishes
the Exchange Agent with its TIN within 60 days after the date of the Substitute
Form W-9, the amounts retained during the 60-day period will be remitted to the
holder and no further amounts shall be retained or withheld from payments made
to the holder thereafter. If, however, the holder has not provided the Exchange
Agent with its TIN within such 60-day period, amounts withheld will be remitted
to the IRS as backup withholding. In addition, up to 30% of all payments made
thereafter will be withheld and remitted to the IRS until a correct TIN is
provided.
The holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered owner of
the Original First Collateral Trust Bonds or of the last transferee appearing on
the transfers attached to, or endorsed on, the Original First Collateral Trust
Bonds. If the Original First Collateral Trust Bonds are registered in more than
one name or are not in the name of the actual owner, consult the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for additional guidance on which number to report.
Backup withholding is not an additional U.S. federal income tax. Rather,
the U.S. federal income tax liability of a person subject to backup withholding
will be reduced by the amount of tax withheld. If withholding results in an
overpayment of taxes, a refund may be obtained.
9. Questions, Requests for Assistance and Additional Copies. Questions and
requests for assistance may be directed to the Exchange Agent at its address and
telephone number set forth on the front of this Letter of Transmittal.
Additional copies of the Prospectus, the Notice of Guaranteed Delivery and the
Letter of Transmittal may be obtained from the Exchange Agent or from your
broker, dealer, commercial bank, company or other nominee.
10. No Conditional Tenders. No alternative, conditional, irregular or
contingent tenders will be accepted. All tendering holders of Original First
Collateral Trust Bonds, by execution of this Letter of Transmittal, shall waive
any right to receive notice of the acceptance of their Original First Collateral
Trust Bonds for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original First Collateral Trust Bonds nor shall any of them incur any liability
for failure to give any such notice.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE OR COPY THEREOF (TOGETHER
WITH CERTIFICATES OF ORIGINAL FIRST COLLATERAL TRUST BONDS OR CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO THE EXPIRATION
DATE.
B-1-12
TO BE COMPLETED BY ALL
TENDERING BONDHOLDERS
(SEE INSTRUCTION 8)
PAYOR'S NAME: U.S. BANK TRUST NATIONAL ASSOCIATION
------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE -------------------------------------
FORM W-9 PART 1 -- PLEASE PROVIDE YOUR TIN AT THE BOX Social Security Number or Employer
DEPARTMENT OF THE TREASURY AT RIGHT AND CERTIFY BY SIGNING AND DATING Identification Number
INTERNAL REVENUE OF SERVICES BELOW
Part 2
-------------------------------------
Awaiting TIN [ ]
------------------------------------------------------------------------------------
Certification -- Under the penalties of perjury, I certify that
(1) the number shown on this form is my correct taxpayer identification number (or I
am waiting for a number to be issued to me),
PAYOR'S REQUEST FOR TAXPAYER (2) I am not subject to backup withholding either because (i) I am exempt from
IDENTIFICATION NUMBER (TIN) AND backup withholding, (ii) I have not been notified by the Internal Revenue
CERTIFICATION Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the IRS has notified me that I am
no longer subject to backup withholding, and
(3) any other information provided on this form is true and correct.
------------------------------------------------------------------------------------------------------------------------
You must cross out item (iii) in Part (2) above if you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.
SIGNATURE
------------------------------------------------------------------------------------------------------------------------ DATE
-------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF AS MUCH AS 30% OF ANY AMOUNTS PAID TO
YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, as
much as 30% of all payments made to me on account of the Exchange First
Collateral Trust Bonds shall be retained until I provide a taxpayer
identification number to the Exchange Agent and that, if I do not provide my
taxpayer identification number within 60 days, such retained amounts shall be
remitted to the Internal Revenue Service as backup withholding and as much as
30% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature
-------------------------------------------------------------------- Date
----------------------------------
B-1-13
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER FOR THE PAYEE (YOU)
TO GIVE THE PAYOR. Social security numbers have nine digits separated by two
hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits
separated by only one hyphen: i.e., 00-0000000. The table below will help
determine the number to give the Payor. All "Section" references are to the
Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue
Service.
------------------------------------------------------------
GIVE THE
SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
------------------------------------------------------------
1. Individual The individual
2. Two or more individuals (joint The actual owner of
account) the account or, if
combined funds, the
first individual on
the account(1)
3. Custodian account of a minor The minor(2)
(Uniform Gift to Minors Act)
4. a. The usual revocable savings The grantor-
trust account (grantor is also trustee(1)
trustee)
b. So-called trust account that is The actual owner(1)
not a legal or valid trust
under state law
5. Sole proprietorship The owner(3)
------------------------------------------------------------
------------------------------------------------------------
GIVE THE EMPLOYER
IDENTIFICATION
FOR THIS TYPE OF ACCOUNT: NUMBER OF--
------------------------------------------------------------
6. Sole proprietorship The owner(3)
7. A valid trust, estate, or pension The legal entity(4)
trust
8. Corporate The corporation
9. Association, club, religious, The organization
charitable, educational, or other
tax-exempt organization account
10. Partnership The partnership
11. A broker or registered nominee The broker or
nominee
12. Account with the Department of The public entity
Agriculture in the name of a
public entity (such as a state or
local government, school district,
or prison) that receives
agricultural program payments
------------------------------------------------------------
1. List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's number must be furnished.
2. Circle the minor's name and furnish the minor's social security number.
3. You must show your individual name, but you may also enter your business or
"doing business as" name. You may use either your social security number or
your employer identification number (if you have one).
4. List first and circle the name of the legal trust, estate, or pension trust.
(Do not furnish the taxpayer identification number of the personal
representative or trustee unless the legal entity itself is not designated in
the account title.)
NOTE: IF NO NAME IS CIRCLED WHEN THERE IS MORE THAN ONE NAME, THE NUMBER WILL BE
CONSIDERED TO BE THAT OF THE FIRST NAME LISTED.
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5. Application for a Social Security Card, at the local
Social Administration office, or Form SS-4, Application for Employer
Identification Number, by calling 0-000-XXX-XXXX, and apply for a number.
PAYEES EXEMPT FROM BACKUP
WITHHOLDING
PAYEES SPECIFICALLY EXEMPTED FROM WITHHOLDING INCLUDE:
- An organization exempt from tax under Section 501(a), an individual
retirement account (XXX), or a custodial account under Section 403(b)(7), if
the account satisfies the requirements of Section 401(f)(2).
- The United States or a state thereof, the District of Columbia, a possession
of the United States, or a political subdivision or wholly-owned agency or
instrumentality of any one or more of the foregoing.
- An international organization or any agency or instrumentality thereof.
- A foreign government and any political subdivision, agency or
instrumentality thereof.
OTHER PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING
PAYEES THAT MAY BE EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- A corporation.
- A financial institution.
- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.
- A real estate investment trust.
- A common trust fund operated by a bank under Section 584(a).
- An entity registered at all times during the tax year under the Investment
Company Act of 1940.
- A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Secretaries, Inc., Nominee List.
- A futures commission merchant registered with the Commodity Futures Trading
Commission.
- A foreign central bank of issue.
PAYMENTS OF DIVIDENDS AND PATRONAGE DIVIDENDS GENERALLY EXEMPT FROM BACKUP
WITHHOLDING INCLUDE:
- Payments to nonresident aliens subject to withholding under Section 1441.
- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.
- Payments of patronage dividends not paid in money.
- Payments made by certain foreign organizations.
- Section 404(k) payments made by an ESOP.
PAYMENTS OF INTEREST GENERALLY EXEMPT FROM BACKUP WITHHOLDING INCLUDE:
- Payments of interest on obligations issued by individuals. NOTE: You may be
subject to backup withholding if this interest is $600 or more and you have
not provided your correct taxpayer identification number to the Payor.
- Payments of tax-exempt interest (including exempt-interest dividends under
Section 852).
- Payments described in Section 6049(b)(5) to nonresident aliens.
- Payments on tax-free covenant bonds under Section 1451.
- Payments made by certain foreign organizations.
- Mortgage interest paid to you.
Certain payments, other than payments of interest, dividends, and patronage
dividends, that are exempt from information reporting are also exempt from
backup withholding. For details, see the regulations under sections 6041, 6041A,
6042, 6044, 6045, 6049, 6050A and 6050N.
EXEMPT PAYEES DESCRIBED ABOVE MUST FILE FORM W-9 OR A SUBSTITUTE FORM W-9 TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYOR,
FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART II OF THE
FORM, AND RETURN IT TO THE PAYOR. IF THE PAYMENTS ARE OF INTEREST, DIVIDENDS, OR
PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM.
PRIVACY ACT NOTICE. Section 6109 requires you to provide your correct taxpayer
identification number to payors, who must report the payments to the IRS. The
IRS uses the number for identification purposes and may also provide this
information to various government agencies for tax enforcement or litigation
purposes. Payors must be given the numbers whether or not recipients are
required to file tax returns. Payors must generally withhold as much as 30% of
taxable interest, dividend, and certain other payments to a payee who does not
furnish a taxpayer identification number to a Payor. Certain penalties may also
apply.
PENALTIES
(1) FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail to furnish
your taxpayer identification number to a Payor, you are subject to a penalty of
$50 for each such failure unless your failure is due to reasonable cause and not
to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you
make a false statement with no reasonable basis that results in no backup
withholding, you are subject to a $500 penalty.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
CONSULTANT OR THE INTERNAL REVENUE SERVICE.
EXHIBIT B-2
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013
OF
PUBLIC SERVICE COMPANY OF COLORADO
This Notice of Guaranteed Delivery, or one substantially equivalent to this
form, must be used to accept the Exchange Offer (as defined below) if (i)
certificates for the Company's (as defined below) 4.875% First Collateral Trust
Bonds, Series No. 11 due 2013 (the "Original First Collateral Trust Bonds") are
not immediately available, (ii) Original First Collateral Trust Bonds, the
Letter of Transmittal and all other required documents cannot be delivered to
U.S. Bank Trust National Association, as Exchange Agent (the "Exchange Agent")
on or prior to the Expiration Date (as defined in the Prospectus referred to
below) or (iii) the procedures for delivery by book-entry transfer cannot be
completed on or prior to the Expiration Date. This Notice of Guaranteed Delivery
may be delivered by hand, overnight courier or mail, or transmitted by facsimile
transmission, to the Exchange Agent. See "The Exchange Offer -- Procedures for
Tendering" in the Prospectus.
THE EXCHANGE AGENT IS:
[LOGO] U.S. BANK TRUST NATIONAL ASSOCIATION
By mail, overnight delivery or hand:
U.S. Bank Trust National Association, as Exchange Agent
Corporate Trust Services
000 X. 0xx Xxxxxx
Xx. Xxxx, XX 00000
Attention: Specialized Finance
Public Service Company of Colorado Exchange Offer
By facsimile:
Fax: (000) 000-0000
Attention: Specialized Finance
Public Service Company of Colorado Exchange Offer
Confirm by telephone:
(000) 000-0000
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA FACSIMILE
TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF
A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN
"ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE
MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER
OF TRANSMITTAL.
Ladies and Gentlemen:
The undersigned hereby tenders to Public Service Company of Colorado, a
Colorado corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated , 200 (as the same may
be amended or supplemented from time to time, the "Prospectus"), and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate amount of Original First
Collateral Trust Bonds set forth below pursuant to the guaranteed delivery
procedures set forth in the Prospectus under the caption "The Exchange Offer --
Procedures for Tendering."
Aggregate Principal Amount Tendered
------------------------------------------------------------------------
Name(s) of Registered holder(s):
-----------------------------------------------------------------------------
Address(es):
--------------------------------------------------------------------------------
Area Code and Telephone Number(s):
-----------------------------------------------------------------------
Certificate No(s).:
--------------------------------------------------------------------------------
(if available)
If Original First Collateral Trust Bonds will be tendered by book-entry
transfer, provide the following information:
Signature(s):
--------------------------------------------------------------------------------
DTC Account Number:
--------------------------------------------------------------------------------
Date:
--------------------------------------------------------------------------------
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
B-2-2
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm or other entity identified in Rule 17Ad-15 under
the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (i) a bank; (ii) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent, at its address set forth above, either the Original First
Collateral Trust Bonds tendered hereby in proper form for transfer together with
one or more properly completed and duly executed Letter(s) of Transmittal (or
facsimile thereof), or confirmation of the book-entry transfer of such Original
First Collateral Trust Bonds to the Exchange Agent's account at The Depository
Company ("DTC"), pursuant to the procedures for book-entry transfer set forth in
the Prospectus, together with, in either case, any other required documents
within three business days after the date of execution of this Notice of
Guaranteed Delivery.
The undersigned acknowledges that it must deliver the Letter(s) of
Transmittal and the Original First Collateral Trust Bonds tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
Name of Firm:
--------------------------------------------------------------------------------
Authorized Signature:
--------------------------------------------------------------------------------
Title:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
(Zip Code)
Area Code and Telephone Number:
---------------------------------------------------------------------------
Date:
--------------------------------------------------------------------------------
DO NOT SEND CERTIFICATES FOR ORIGINAL FIRST COLLATERAL TRUST BONDS WITH THIS
NOTICE OF GUARANTEED DELIVERY. ACTUAL SURRENDER OF CERTIFICATES FOR ORIGINAL
FIRST COLLATERAL TRUST BONDS MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
B-2-3
EXHIBIT B-3
FORM OF OFFER TO EXCHANGE
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OUTSTANDING
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013
OF
PUBLIC SERVICE COMPANY OF COLORADO
To Our Clients:
We are enclosing herewith a Prospectus (the "Prospectus"), dated
, 200 of Public Service Company of Colorado, a Colorado corporation
(the "Company"), and a related Letter of Transmittal (which together constitute
the "Exchange Offer") relating to the offer by the Company to exchange its
4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the "Exchange First
Collateral Trust Bonds"), pursuant to an offering registered under the
Securities Act of 1933, as amended (the "Securities Act"), for an amount of its
issued and outstanding 4.875% First Collateral Trust Bonds, Series No. 11 due
2013 (the "Original First Collateral Trust Bonds"), upon the terms and subject
to the conditions set forth in the Exchange Offer.
Please note that the Exchange Offer will expire at 5:00 p.m., New York City
time, on , 200 , unless extended.
The Exchange Offer is not conditioned upon any minimum number of Original
First Collateral Trust Bonds being tendered.
We are the holder of record of your Original First Collateral Trust Bonds
and/or a participant of The Depository Trust Company ("DTC"), the book-entry
depository and transfer facility for the Original First Collateral Trust Bonds.
A tender of such Original First Collateral Trust Bonds can be made only by us as
the record holder and DTC participant and pursuant to your instructions. The
Letter of Transmittal is furnished to you for your information only and cannot
be used by you to tender Original First Collateral Trust Bonds held by us for
your account.
We request instructions as to whether you wish to tender any or all of the
Original First Collateral Trust Bonds held by us for your account pursuant to
the terms and conditions of the Exchange Offer. We also request that you confirm
that we may on your behalf make the representations contained in the Letter of
Transmittal.
Pursuant to the Letter of Transmittal, each holder of Original First
Collateral Trust Bonds will represent to the Company that (i) the holder is not
an "affiliate" of the Company (as defined in Rule 405 under the Securities Act),
(ii) any Exchange First Collateral Trust Bonds to be received by the holder are
being acquired in the ordinary course of its business and each holder received
the Original First Collateral Trust Bonds being tendered for exchange in the
ordinary course of its business, (iii) if the holder is not a broker-dealer, the
holder is not engaged in, does not intend to engage in and has no arrangement or
understanding with any person to engage in a distribution (within the meaning of
the Securities Act) of Exchange First Collateral Trust Bonds to be received in
the Exchange Offer, and (iv) the holder is not a broker-dealer tendering
Original First Collateral Trust Bonds acquired directly from the Company. If the
tendering holder is a broker-dealer it represents and agrees, consistent with
certain interpretive letters relating to exchange offers issued by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission to
third parties, that (a) such Original First Collateral Trust Bonds held by the
broker-dealer are held only as a nominee, or (b) such Original First Collateral
Trust Bonds were acquired by such broker-dealer for its own account as a result
of market-making activities or other trading activities and it will deliver a
Prospectus (as amended or supplemented from time to time) meeting the
requirements of the Securities Act in connection
with any resale of such Exchange First Collateral Trust Bonds (provided that, by
so acknowledging and by delivering a Prospectus, such broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act).
Very truly yours,
--------------------------------------
B-3-2
INSTRUCTION TO REGISTERED HOLDER AND
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
OF
PUBLIC SERVICE COMPANY OF COLORADO
4.875% First Collateral Trust Bonds, Series No. 11 Due 2013
To Registered Holder and/or Participant of The Depository Trust Company:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 200 (the "Prospectus") of Public Service Company of Colorado,
a Colorado corporation (the "Company"), and the accompanying Letter of
Transmittal (the "Letter of Transmittal"), that together constitute the
Company's offer (the "Exchange Offer"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Original First Collateral Trust Bonds held by
you for the account of the undersigned.
The aggregate amount of the Original First Collateral Trust Bonds held by
you for the account of the undersigned is (fill in amount):
$ of the 4.875% First Collateral Trust Bonds, Series No. 11 due
2013.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Original First Collateral Trust Bonds held by
you for the account of the undersigned (insert amount of Original First
Collateral Trust Bonds to be tendered, (if any):
$ of the 4.875% First Collateral Trust Bonds, Series No. 11 due
2013.
[ ] NOT to TENDER any Original First Collateral Trust Bonds held by you for
the account of the undersigned.
If the undersigned instructs you to tender the Original First Collateral
Trust Bonds held by you for the account of the undersigned, it is understood
that you are authorized to make, on behalf of the undersigned (and the
undersigned, by its signature below, hereby makes to you), the representation
and warranties contained in the Letter of Transmittal that are to be made with
respect to the undersigned as a beneficial owner, including but not limited to
the representations, that Pursuant to the Letter of Transmittal, each holder of
Original First Collateral Trust Bonds will represent to the Company that (i) the
holder is not an "affiliate" of the Company (as defined in Rule 405 under the
Securities Act), (ii) any Exchange First Collateral Trust Bonds to be received
by the holder are being acquired in the ordinary course of its business and each
holder received the Original First Collateral Trust Bonds being tendered for
exchange in the ordinary course of its business, (iii) if the holder is not a
broker-dealer, the holder is not engaged in, does not intend to engage in and
has no arrangement or understanding with any person to engage in a distribution
(within the meaning of the Securities Act) of Exchange First Collateral Trust
Bonds to be received in the Exchange Offer, and (iv) the holder is not a
broker-dealer tendering Original First Collateral Trust Bonds acquired directly
from the Company. If the tendering holder is a broker-dealer it represents and
agrees, consistent with certain interpretive letters relating to exchange offers
issued by the staff of the Division of Corporation Finance of the Securities and
Exchange Commission to third parties, that (a) such Original First Collateral
Trust Bonds held by the broker-dealer are held only as a nominee, or (b) such
Original First Collateral Trust Bonds were acquired by such broker-dealer for
its own account as a result of market-making activities or other trading
activities and it will deliver a Prospectus (as amended or supplemented from
time to time) meeting the requirements of the Securities Act in connection with
any resale of such Exchange First Collateral Trust
B-3-3
Bonds (provided that, by so acknowledging and by delivering a Prospectus, such
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act).
SIGN HERE
Name of beneficial owner(s):
--------------------------------------------------------------------------------
Signature(s):
--------------------------------------------------------------------------------
Name(s) (please print):
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Telephone Number:
--------------------------------------------------------------------------------
Taxpayer identification or Social Security Number:
-----------------------------------------------------------
Date:
--------------------------------------------------------------------------------
X-0-0
XXXXXXX X-0
FORM OF OFFER TO EXCHANGE
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 12 DUE 2013
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OUTSTANDING
4.875% FIRST COLLATERAL TRUST BONDS, SERIES NO. 11 DUE 2013
OF
PUBLIC SERVICE COMPANY OF COLORADO
To Registered Holders and Depository
Trust Company Participants:
We are enclosing herewith the material listed below relating to the offer
by Public Service Company of Colorado (the "Company"), a Colorado corporation,
to exchange 4.875% First Collateral Trust Bonds, Series No. 12 due 2013 (the
"Exchange First Collateral Trust Bonds"), pursuant to an offering registered
under the Securities Act of 1933, as amended (the "Securities Act"), for a like
amount of the issued and outstanding 4.875% First Collateral Trust Bonds, Series
No. 11 due 2013 of the Company (the "Original First Collateral Trust Bonds")
issued in a private placement, upon the terms and subject to the conditions set
forth in the Company's Prospectus, dated , 200 , and the related
Letter of Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 200 (the "Prospectus");
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Registered Holder and/or Book-Entry Transfer participant
from the beneficial owner (the "Owner"); and
5. Letter which may be sent to your clients for whose account you hold
Original First Collateral Trust Bonds in your name or in the name of
your nominee, to accompany the instruction form referred to above, for
obtaining such client's instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the Exchange
Offer will expire 5:00 p.m., New York City time, on , 200 , unless
extended.
The Exchange Offer is not conditioned upon any minimum number of Original
First Collateral Trust Bonds being tendered.
Pursuant to the Letter of Transmittal, each holder of Original First
Collateral Trust Bonds will represent to the Company that (i) the holder is not
an "affiliate" of the Company (as defined in Rule 405 under the Securities Act),
(ii) any Exchange First Collateral Trust Bonds to be received by the holder are
being acquired in the ordinary course of its business and each holder received
the Original First Collateral Trust Bonds being tendered for exchange in the
ordinary course of its business, (iii) if the holder is not a broker-dealer, the
holder is not engaged in, does not intend to engage in and has no arrangement or
understanding with any person to engage in a distribution (within the meaning of
the Securities Act) of Exchange First Collateral Trust Bonds to be received in
the Exchange Offer, and (iv) the holder is not a broker-dealer tendering
Original First Collateral Trust Bonds acquired directly from the Company. If the
tendering holder is a broker-dealer it represents and agrees, consistent with
certain interpretive letters relating to exchange offers issued by the staff of
the Division of Corporation Finance of the Securities and Exchange Commission to
third parties, that (a) such Original First Collateral Trust Bonds held by the
broker-dealer are held only as a nominee, or (b) such Original First Collateral
Trust Bonds were acquired by such broker-dealer for its own account as a result
of market-making activities or other trading activities and it will deliver a
Prospectus (as
amended or supplemented from time to time) meeting the requirements of the
Securities Act in connection with any resale of such Exchange First Collateral
Trust Bonds (provided that, by so acknowledging and by delivering a prospectus,
such broker-dealer will not be deemed to admit that it is an "underwriter"
within the meaning of the Securities Act).
The enclosed Instruction to Registered Holder and/or Book-Entry Transfer
Participant from Owner contains an authorization by the beneficial owners of the
Original First Collateral Trust Bonds for you to make the foregoing
representations.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Original First Collateral Trust Bonds pursuant to the
Exchange Offer. The Company will pay or cause to be paid any transfer taxes
payable on the transfer of Original First Collateral Trust Bonds to it, except
as otherwise provided in Instruction 5 of the enclosed Letter of Transmittal.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
U.S. BANK TRUST NATIONAL ASSOCIATION
>NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF PUBLIC SERVICE COMPANY OF COLORADO OR U.S. BANK TRUST NATIONAL
ASSOCIATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON THEIR
BEHALF IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED
HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
B-4-2
