[FORM OF LETTER OF TRANSMITTAL]
for
9 1/2% Senior Subordinated Notes due 2004
of
ROSE HILLS COMPANY
(formerly known as Rose Hills Acquistion Corp.)
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON [ ], 1997 (the "EXPIRATION DATE") UNLESS EXTENDED BY
ROSE HILLS COMPANY
EXCHANGE AGENT:
UNITED STATES TRUST COMPANY OF NEW YORK
By Hand: By Mail:
United States Trust Company of New York (insured or registered recommended)
111 Broadway--Lower Level United States Trust Company of New York
New York, New York 10006 P.O. Box 843
Attention: Corporate Trust Peter Cooper Station
New York, New York 10276
Attention: Corporate Trust
By Overnight Express:
United States Trust Company of New York By Facsimile:
770 Broadway, 13th Floor (212) 420-6152
New York, New York 10003 (For Eligible Institutions Only)
Attention: Corporate Trust Services Window By Telephone:
(800) 548-6565
Delivery of this Letter of Transmittal to an address other than as set
forth above or transmission of instructions 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
[ ], 1997 (the "Prospectus") of Rose Hills Company (formerly known
as Rose Hills Acquistion Corp.) ("RHC"), and this Letter of Transmittal (the
"Letter of Transmittal"), which together describe RHC's offer (the "Exchange
Offer") to exchange $1,000 in principal amount of its new 9 1/2% Senior
Subordinated Notes due 2004 (the "Exchange Notes") for each $1,000 in principal
amount of outstanding 9 1/2% Senior Subordinated Notes due 2004 (the "Notes").
The terms of the Exchange Notes are identical in all material respects
(including principal amount, interest rate and maturity) to the terms of the
Notes for which they may be exchanged pursuant to the Exchange Offer, except
that the Exchange Notes are freely transferable by holders thereof (except as
provided herein or in the Prospectus) and are not subject to any covenant
regarding registration under the Securities Act of 1933, as amended (the
"Securities Act").
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 THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW
YOUR BANK OR BROKER CAN 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.
List below the Notes to which this Letter of Transmittal relates. If the space
provided below is inadequate, the Certificate Numbers and Principal Amounts
should be listed on a separate signed schedule affixed hereto.
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DESCRIPTION OF NOTES TENDERED HEREWITH
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Aggregate
Principal Amount Principal
Name(s) and Address(es) of Registered Certificate Represented Amount
Holder(s) (Please fill in) Number(s)* by Notes* Tendered**
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Total
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* Need not be completed by book-entry holders.
** Unless otherwise indicated, the holder will be deemed to have tendered
the full aggregate principal amount represented by such Notes. See
instruction 2.
This Letter of Transmittal is to be used either if certificates of
Notes are to be forwarded herewith or if delivery of Notes is to be made by
book-entry transfer to an account maintained by the Exchange Agent at The
Depository Trust Company, pursuant to the procedures set forth in "The Exchange
Offer--Tender Procedure" in the Prospectus. Delivery of documents to the
book-entry transfer facility does not constitute delivery to the Exchange Agent.
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other documents required hereby to the Exchange Agent on or
prior to the Expiration Date must tender their Notes according to the guaranteed
delivery procedure set forth in the Prospectus under the caption "The Exchange
Offer--Tender Procedure."
/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK- ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution
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/ / The Depository Trust Company
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Account Number
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Transaction Code Number
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/ / CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)
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Name of Eligible Institution that Guaranteed Delivery
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Date of Execution of Notice of Guaranteed Delivery
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If Delivered by Book-Entry Transfer:
Account Number
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/ / CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN
PERSON SIGNING THE LETTER OF TRANSMITTAL:
Name
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(Please Print)
Address
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(Including Zip Code)
/ / CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT
FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:
Address
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(Including Zip Code)
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name:
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Address:
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If the undersigned is not a broker-dealer, the undersigned represents
that (i) it is not an "affiliate" of RHC within the meaning of Rule 405 under
the Securities Act, (ii) Exchange Notes to be acquired by it in connection with
the Exchange Offer are being acquired by it in the ordinary course of its
business and (iii) it has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; 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.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to RHC the above-described principal amount of the
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Notes tendered herewith, the undersigned hereby exchanges,
assigns and transfers to, or upon the order of, RHC all right, title and
interest in and to such Notes. The undersigned hereby irrevocably constitutes
and appoints the Exchange Agent the true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that said Exchange Agent acts as the
agent of RHC in connection with the Exchange Offer) to cause the Notes to be
assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the Notes and to acquire Exchange Notes issuable upon the exchange of such
tendered Notes, and that, when the same are accepted for exchange, RHC will
acquire good and unencumbered title to the tendered Notes, 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 RHC to be
necessary or desirable to complete the exchange, assignment and transfer of
tendered Notes or transfer ownership of such Notes on the account books
maintained by the book-entry transfer facility. The undersigned further agrees
that acceptance of any and all validly tendered Notes by RHC and the issuance of
Exchange Notes in exchange therefor shall constitute performance in full by RHC
of its obligations under the Registration Rights Agreement (as defined in the
Prospectus) and that RHC shall have no further obligations or liabilities
thereunder.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by RHC), as more particularly set forth in
the Prospectus, RHC may not be required to exchange any of the Notes tendered
hereby and, in such event, the Notes not exchanged will be returned to the
undersigned at the address shown above.
By tendering, the undersigned hereby represents to RHC that, among
other things, (i) it is not an "affiliate" of RHC within the meaning of Rule 405
under the Securities Act, (ii) Exchange Notes to be acquired by it in connection
with the Exchange Offer are being acquired by it in the ordinary course of its
business and (iii) it has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes. If the undersigned is a
broker-dealer that will receive Exchange Notes for its own account in exchange
for Notes that were acquired as a result of market-making activities or other
trading activities, the undersigned hereby acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Notes; however, by so
acknowledging and delivering a prospectus, the undersigned will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. Any
holder of Notes using the Exchange Offer to participate in a distribution of the
Exchange Notes (i) cannot rely on the position of the staff of the Securities
and Exchange Commission (the "Commission") enunciated in its interpretive letter
with respect to Exxon Capital Holdings Corporation (available April 13, 1989) or
similar letters and (ii) must comply with the registration and prospectus
requirements of the Securities Act in connection with a secondary resale
transaction. 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 Notes.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Notes may be withdrawn at
any time prior to the Expiration Date in accordance with the terms of the Letter
of Transmittal.
Certificates for all Exchange Notes delivered in exchange for tendered
Notes and any Notes delivered herewith but not exchanged, and registered in the
name of the undersigned, shall be delivered to the undersigned at the address
shown below the signature of the undersigned.
TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)
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Signature(s) of Holder(s)
Dated: Area Code and Telephone Number:
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(Must be signed by registered holder(s) exactly as name(s) appear(s) on
certificate(s) of Notes. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth the full title of such
person.) See Instruction 3.
Name(s):
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(Please Print)
Capacity (full title):
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Address:
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(Including Zip Code)
Area Code and Telephone No.:
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Taxpayer Identification No.:
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GUARANTEE OF SIGNATURE(S)
(If Required-See Instruction 3)
Authorized Signature:
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Name:
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Title:
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Address:
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Name of Firm:
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Area Code and Telephone No.:
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Dated:
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates.
Certificates for all physically delivered Notes or confirmation of any
book-entry transfer to the Exchange Agent's or its agent's account at a
book-entry transfer facility of Notes tendered by book-entry transfer, as well
as a properly completed and duly executed copy of this Letter of Transmittal or
facsimile thereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses set
forth herein on or prior to the Expiration Date (as defined in the Prospectus).
The method of delivery of this Letter of Transmittal, the Notes 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. If such delivery is by mail, it is
suggested that registered mail with return receipt requested, properly insured,
be used. In all cases sufficient time should be allowed to permit timely
delivery.
Holders whose Notes are not immediately available or who cannot deliver
their Notes and all other required documents to the Exchange Agent on or prior
to the Expiration Date or comply with book-entry transfer procedures on a timely
basis must tender their Notes pursuant to the guaranteed delivery procedure set
forth in the Prospectus under "The Exchange Offer--Tender Procedure." Pursuant
to such procedure: (i) such tender must be made by or through an Eligible
Institution (as defined in the Prospectus); (ii) on or prior to the Expiration
Date the Exchange Agent must have received from such Eligible Institution a
letter, telegram or facsimile transmission (receipt confirmed by telephone and
an original delivered by guaranteed overnight courier) setting forth the name
and address of the tendering holder, the names in which such Notes are
registered, and, if possible, the certificate numbers of the Notes to be
tendered; and (iii) all tendered Notes (as a confirmation of any book-entry
transfer of such Notes into the Exchange Agent's account at a book-entry
transfer facility) as well as this Letter of Transmittal and all other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three New York Stock Exchange trading days after the date of execution of
such letter, telegram or facsimile transmission, all as provided in the
Prospectus under the caption "The Exchange Offer--Tender Procedure."
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 Notes for exchange.
2. Effect of Non-Tender; Partial Tenders; Withdrawals.
Any Note or portion thereof not tendered will remain outstanding and
continue to accrue interest but will not retain any rights under the
Registration Rights Agreement.
If less than the entire principal amount of Notes evidenced by a
submitted certificate is tendered, the tendering holder should fill in the
principal amount tendered in the box entitled "Principal Amount Tendered." A
newly issued certificate for the principal amount of Notes submitted but not
tendered will be sent to such holder as soon as practicable after the Expiration
Date. All Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise clearly indicated.
Tenders of Notes pursuant to the Exchange Offer are irrevocable, except
that Notes tendered pursuant to the Exchange Offer may be withdrawn at any time
prior to the Expiration Date. To be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be received by the Exchange
Agent by 5:00 P.M., New York City time, on the Expiration Date unless extended
by RHC. Any such notice of withdrawal must specify the person named in the
Letter of Transmittal as having tendered Notes to be withdrawn, the certificate
numbers of the Notes to be withdrawn, the principal amount of Notes to be
withdrawn, a statement that such holder is withdrawing his or her election to
have such Notes exchanged, and the name of the registered holder of such Notes,
and must be signed by the holder in the same manner as the original signature on
the Letter of Transmittal (including any required signature guarantees) or be
accompanied by evidence satisfactory to RHC that the person withdrawing the
tender has succeeded to the beneficial ownership of the Notes being withdrawn.
The Exchange Agent will return the properly withdrawn Notes promptly following
receipt of notice of withdrawal. If Notes 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 the book-entry
transfer facility to be credited with the withdrawn Notes or otherwise comply
with the book-entry transfer facility's procedures. All questions as to the
validity of notices of withdrawals, including time of receipt, will be
determined by RHC, and such determination will be final and binding on all
parties.
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 Notes 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 Notes 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 Notes 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 Notes.
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 Notes) of Notes listed and tendered hereby, no endorsements of
certificates or separate written instruments of transfer or exchange are
required.
If this Letter of Transmittal is signed by a person other than the
registered holder or holders of the Notes listed, such Notes must be endorsed or
accompanied by separate written instruments of transfer or exchange in form
satisfactory to RHC and duly executed by the registered holder, in either case
signed exactly as the name or names of the registered holder or holders
appear(s) on the Notes.
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 RHC, proper evidence satisfactory
to RHC of their authority so to act must be submitted.
Endorsements on certificates or signatures on separate written
instruments of transfer or exchange required by this Instruction 3 must be
guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Notes are tendered: (i) by a registered
holder of such Notes, for the holder of such Notes; or (ii) for the account of
an Eligible Institution.
4. Transfer Taxes.
RHC shall pay all transfer taxes, if any, applicable to the transfer
and exchange of Notes to it or its order pursuant to the Exchange Offer. If a
transfer tax is imposed for any reason other than the transfer and exchange of
Notes to RHC or its order pursuant to the Exchange Offer, the amount of any such
transfer taxes (whether imposed on the registered holder or any other person)
will be payable by the tendering holder. If satisfactory evidence of payment of
such taxes or exception therefrom is not submitted herewith the amount of such
transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 4, it will not be necessary for
transfer tax stamps to be affixed to the Notes listed in this Letter of
Transmittal.
5. Waiver of Conditions.
RHC reserves the right to waive in its reasonable judgment, in whole or
in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
6. Mutilated, Lost, Stolen or Destroyed Notes.
Any holder whose Notes have been mutilated, lost, stolen or destroyed,
should contact the Exchange Agent at the address indicated below for further
instructions.
7. Requests for Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to Simpson Thacher & Bartlett, 425 Lexington
Avenue, New York, NY 10017, Attention: Maripat Alpuche (telephone 212-455-3971).
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with certificates of Notes 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.