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EXHIBIT 99.7
LETTER OF TRANSMITTAL
FLEETWOOD ENTERPRISES, INC.
FLEETWOOD CAPITAL TRUST II
AMENDED EXCHANGE OFFER OF
- % CONVERTIBLE TRUST II PREFERRED SECURITIES DUE 2013 OF FLEETWOOD CAPITAL
TRUST II, WHICH WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
PRIOR TO CLOSING, FOR UP TO $86.25 MILLION IN AGGREGATE LIQUIDATION AMOUNT OF
THE
6% CONVERTIBLE TRUST PREFERRED SECURITIES DUE 2028 OF FLEETWOOD CAPITAL TRUST
AND AMENDED CASH OFFER OF
- % CONVERTIBLE TRUST III PREFERRED SECURITIES DUE 2013 OF FLEETWOOD CAPITAL
TRUST III
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WAS LAUNCHED ON DECEMBER 5, 2001 AND AMENDED ON
DECEMBER - , 2001. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON JANUARY 4, 2002, UNLESS EXTENDED BY US (THE "EXPIRATION
DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON
THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
DELIVERY TO:
The Bank of New York, Exchange Agent
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BY REGISTERED BY FACSIMILE TRANSMISSION BY REGULAR MAIL
AND CERTIFIED MAIL: (FOR ELIGIBLE INSTITUTIONS ONLY): OR OVERNIGHT COURIER,
The Bank of New York (212) 815-6339 OR BY HAND:
101 Barclay Street--7E Attention: Ms. Carolle Montreuil The Bank of New York
New York, New York 10286 FOR INFORMATION OR CONFIRMATION BY 101 Barclay Street--1st Floor
Attention: Ms. Carolle Montreuil TELEPHONE CALL: New York, New York 10286
(212) 815-5920
</Table>
BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THE LETTER OF
TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions via facsimile other than as set forth above, will
not constitute a valid delivery. If a delivery is made to Fleetwood
Enterprises, Inc. it will not be forwarded to the Bank of New York and therefore
such delivery will not constitute a valid delivery.
The undersigned acknowledges that he or she has received and reviewed the
amended preliminary prospectus, dated December - , 2001 (the "Prospectus"),
of Fleetwood Enterprises, Inc., a Delaware corporation ("Fleetwood"), Fleetwood
Capital Trust II, a Delaware statutory business trust ("New Trust II," and
together with Fleetwood, the "Company") and Fleetwood Capital Trust III, a
Delaware statutory business trust ("New Trust III"), and this Letter of
Transmittal (this "Letter"), which together constitute the Company's amended
offer (the "Exchange Offer") to exchange an aggregate liquidation amount of New
Trust II's - % Convertible Trust Preferred Securities due 2013 (the "Exchange
Preferred Securities") for up to $86.25 million in aggregate liquidation amount
of 6% Convertible Trust Preferred Securities due 2028 (the "Existing Preferred
Securities") of Fleetwood Capital Trust (the "Existing Trust") held by the
registered holders thereof (the "Holders"). Delivery of documents to the
Depository Trust Company (the "Book-Entry Transfer Facility") does not
constitute delivery to the Exchange Agent.
For each Existing Preferred Security accepted for exchange, the Holder of
such Existing Preferred Security will receive an Exchange Preferred Security
having a liquidation amount equal to 44% of the liquidation amount of the
surrendered Existing Preferred Security.
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The Exchange Preferred Securities will bear interest from the date of
issuance. Accordingly, Holders of Exchange Preferred Securities on the relevant
record date for the first interest payment date following the consummation of
the Exchange Offer will receive interest accruing from the date of issuance.
Existing Preferred Securities accepted for exchange will cease to accrue
interest from and after the date of consummation of the exchange offer. Thus,
holders of Existing Preferred Securities whose Existing Preferred Securities are
accepted in the exchange will not receive any payment in respect of accrued but
unpaid distributions on those Existing Preferred Securities through the date of
consummation of the Exchange Offer.
We are also offering investors the right to purchase up to an aggregate
amount of $ - million in liquidation amount of - % Convertible Trust III
Preferred Securities due - (the "Cash Offer Preferred Securities") for cash
(the "Cash Offer"). The Cash Offer Preferred Securities and Exchange Preferred
Securities constitute different series of trust preferred securities and are not
fungible. See the section titled "Cash Offer for Cash Offer Preferred
Securities," beginning on page of the Prospectus.
This Letter is to be completed by a Holder of Existing Preferred Securities.
A tender of Existing Preferred Securities is to be made by book-entry transfer
to the account maintained by the Exchange Agent at the Book-Entry Transfer
Facility pursuant to the procedures set forth in the section titled "The
Exchange Offer--Procedures for Tendering Existing Preferred Securities,"
beginning on page of the Prospectus. Holders of Existing Preferred Securities
who are unable to deliver confirmation of the book-entry tender of their
Existing Preferred Securities into the Exchange Agent's account at the
Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other
documents required by this Letter to the Exchange Agent prior to 5:00 p.m., New
York City Time, on the Expiration Date, must tender their Existing Preferred
Securities according to the guaranteed delivery procedures set forth in the
section titled "The Exchange Offer--Guaranteed Delivery Procedures," beginning
on page of the Prospectus.
The undersigned has completed the appropriate boxes below and signed this
Letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
The undersigned understands that acceptance of tendered Existing Preferred
Securities by the Company for exchange will constitute a binding agreement
between the undersigned and the Company upon the terms and subject to the
conditions of the Exchange Offer.
2
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List below the Existing Preferred Securities to which this Letter relates.
If the space provided below is inadequate, the certificate numbers and
liquidation amount of Existing Preferred Securities should be listed and
attached on a separate signed schedule.
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
DESCRIPTION OF EXISTING PREFERRED SECURITIES
- ----------------------------------------------------------------------------------------------------
AGGREGATE AGGREGATE
LIQUIDATION LIQUIDATION
AMOUNT OF AMOUNT OF
NAME(S) AND ADDRESS(ES) OF EXISTING PREFERRED EXISTING PREFERRED
REGISTERED HOLDER(S) SECURITIES SECURITIES
(PLEASE FILL IN, IF BLANK) PRESENTLY HELD TENDERED*
- ----------------------------------------------------------------------------------------------------
----------------------------
----------------------------
----------------------------
----------------------------
TOTAL
- ----------------------------------------------------------------------------------------------------
</Table>
* Unless otherwise indicated in this column, a Holder will be deemed to have
tendered ALL of the Existing Preferred Securities represented by the
Existing Preferred Securities indicated in column 2. SEE INSTRUCTIONS 1 AND
2.
/ / CHECK HERE IF TENDERED EXISTING PREFERRED SECURITIES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution ______________________________________________
Account Number __________________ Transaction Code Number _________________
/ / CHECK HERE IF TENDERED EXISTING PREFERRED SECURITIES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
AGENT AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution which Guaranteed Delivery ______________________________
For Book-Entry Transfer, Complete the Following:
Account Number __________________ Transaction Code Number _________________
Please read the section titled "The Exchange Offer--Conditions for
Completion of The Exchange Offer," beginning on page of the Prospectus.
/ / 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: ______________________________________________________________________
3
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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 Preferred Securities. If the undersigned is a broker-dealer that will
receive Exchange Preferred Securities for its own account in exchange for
Existing Preferred Securities that were acquired as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Preferred Securities; however, by so acknowledging and
by delivering such a prospectus the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Preferred Securities,
it represents that the Existing Preferred Securities to be exchanged for the
Exchange Preferred Securities were acquired as a result of market-making
activities or other trading activities.
4
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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 the Company the aggregate liquidation amount of
Existing Preferred Securities indicated in this Letter of Transmittal. Subject
to, and effective upon, the acceptance for exchange of the Existing Preferred
Securities tendered hereby, the undersigned hereby sells, assigns and transfers
to, or upon the order of, the Company all right, title and interest in and to
such Existing Preferred Securities as are being tendered hereby.
The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Existing Preferred Securities with full knowledge that
the Exchange Agent also acts as an agent for the Company, with full power of
substitution, among other things, to cause the Existing Preferred Securities to
be assigned, transferred and exchanged. The undersigned hereby covenants,
represents and warrants that:
- the undersigned has full power and authority to tender, sell, assign and
transfer the Existing Preferred Securities tendered hereby, and to acquire
Exchange Preferred Securities issuable upon the exchange of such tendered
Existing Preferred Securities;
- when the Existing Preferred Securities are accepted for exchange, the
Company will acquire good, marketable and unencumbered title thereto, free
and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating
to the sale or transfer of the Existing Preferred Securities, and not
subject to any adverse claim when the same are accepted by the Company;
- any Exchange Preferred Securities acquired in exchange for Existing
Preferred Securities tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Exchange
Preferred Securities, whether or not such person is the undersigned;
- neither the Holder of such Existing Preferred Securities nor any such
other person is participating in, intends to participate in or has an
arrangement or understanding with any person to participate in the
distribution of such Exchange Preferred Securities;
- neither the Holder of such Existing Preferred Securities nor any such
other person is an "affiliate" of the Company, as defined in Rule 405
under the Securities Act;
- the undersigned agrees that tenders of Existing Preferred Securities
pursuant to any of the procedures described in the accompanying
instructions will constitute the undersigned's acceptance of the terms and
conditions of the Exchange Offer; and
- the undersigned has a "net long position," within the meaning of
Rule 14e-4 promulgated under the Securities Exchange Act of 1934, in the
Existing Preferred Securities or equivalent securities at least equal to
the Existing Preferred Securities being tendered, and the tender of the
Existing Preferred Securities complies with Rule 14e-4.
The Exchange Preferred Securities issued pursuant to the Exchange Offer in
exchange for the Existing Preferred Securities may be offered for resale, resold
and otherwise transferred by any Holder thereof (other than any such Holder that
is an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Preferred
Securities are acquired in the ordinary course of such Holder's business and
such Holder has no arrangement with any person to participate in the
distribution of such Exchange Preferred Securities. 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
4
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distribution of Exchange Preferred Securities and has no arrangement or
understanding to participate in a distribution of Exchange Preferred Securities.
If any Holder is an affiliate of the Company, is engaged in or intends to engage
in or has any arrangement or understanding with respect to the distribution of
the Exchange Preferred Securities to be acquired pursuant to the Exchange Offer,
such Holder must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction. If
the undersigned is a broker-dealer that will receive Exchange Preferred
Securities for its own account in exchange for Existing Preferred Securities, it
represents that the Existing Preferred Securities to be exchanged for the
Exchange Preferred Securities were acquired by it as a result of market-making
activities or other trading activities and acknowledges that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Preferred Securities; however, by so acknowledging and
by delivering a prospectus meeting the requirements of the Securities Act, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Existing Preferred Securities tendered
hereby. All authority conferred or agreed to be conferred in this Letter and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in the section titled
"The Exchange Offer--Withdrawal Rights," beginning on page of the Prospectus.
Subject to the terms and conditions of the Exchange Offer, as set forth in
the Prospectus, we will accept up to $86.25 million in aggregate liquidation
amount of Existing Preferred Securities that are validly tendered. If Existing
Preferred Securities in an aggregate liquidation amount of more than
$86.25 million are validly tendered, we will accept them for exchange on a pro
rata basis, in an aggregate liquidation amount equal to (x) a fraction, the
numerator of which is the aggregate liquidation amount of Existing Preferred
Securities validly tendered for exchange by such Holder and the denominator of
which is the aggregate liquidation amount of all Existing Preferred Securities
validly tendered by all Holders, multiplied by (y) $86.25 million.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please credit the account indicated above maintained at the
Book-Entry Transfer Facility.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF EXISTING
PREFERRED SECURITIES" ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE
TENDERED THE EXISTING PREFERRED SECURITIES AS SET FORTH IN SUCH BOX ABOVE.
5
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- --------------------------------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTION
(SEE INSTRUCTIONS 2 AND 3)
To be completed ONLY if Exchange Preferred Securities not accepted for
exchange are to be returned by credit to an account maintained at the
Book-Entry Transfer Facility other than the account indicated above.
Issue: Exchange Preferred Securities and/or Existing Preferred Securities
to:
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
(Complete Substitute Form W-9)
/ / Credit unexchanged Existing Preferred Securities delivered by
book-entry transfer to the Book-Entry Transfer Facility account set
forth below.
____________________________________________________________________________
(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF, OR AN ELECTRONIC CONFIRMATION
PURSUANT TO THE DEPOSITORY TRUST COMPANY'S ATOP SYSTEM (TOGETHER WITH A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
6
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- --------------------------------------------------------------------------------
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)
<Table>
x
---------------------------------------- ----------------------------
---------------------------------------- ----------------------------
(SIGNATURE(S) OF OWNER(S)) (DATE)
</Table>
Area Code and Telephone Number _____________________________________________
If a Holder is tendering any Existing Preferred Securities, this Letter
must be signed by the registered Holder(s) as the name(s) appear(s) on the
certificate(s) for the Existing Preferred Securities or by any person(s)
authorized to become registered Holder(s) by endorsements and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, officer or other person acting in a fiduciary or representative
capacity, please set forth full title. SEE INSTRUCTION 2.
Name(s): ___________________________________________________________________
____________________________________________________________________________
(PLEASE TYPE OR PRINT)
Capacity: __________________________________________________________________
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 2)
Signature(s) Guaranteed by
an Eligible Institution:____________________________________________________
(AUTHORIZED SIGNATURE)
____________________________________________________________________________
(TITLE)
____________________________________________________________________________
(NAME AND FIRM)
Dated: _____________________________________________________________________
- --------------------------------------------------------------------------------
7
<Page>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE AMENDED EXCHANGE OFFER OF
- % CONVERTIBLE TRUST II PREFERRED SECURITIES DUE 2013 OF FLEETWOOD
CAPITAL TRUST II,
WHICH WILL BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PRIOR TO
CLOSING, FOR UP TO $86.25 MILLION IN AGGREGATE LIQUIDATION AMOUNT OF THE
6% CONVERTIBLE TRUST PREFERRED SECURITIES DUE 2028 OF FLEETWOOD CAPITAL TRUST
AND AMENDED CASH OFFER OF
- % CONVERTIBLE TRUST III PREFERRED SECURITIES DUE 2013 OF
FLEETWOOD CAPITAL TRUST III
1. DELIVERY OF THIS LETTER; GUARANTEED DELIVERY PROCEDURES.
This Letter, or an electronic confirmation pursuant to the Depository Trust
Company's ATOP system, is to be completed by Holders of Existing Preferred
Securities for tenders that are made pursuant to the procedures for delivery by
book-entry transfer set forth in the section titled "The Exchange
Offer--Procedures for Tendering Existing Preferred Securities," beginning on
page of the Prospectus. Book-Entry Confirmation as well as a properly
completed and duly executed Letter (or manually signed facsimile hereof), or an
electronic confirmation pursuant to the Depository Trust Company's ATOP system,
and any other required documents, including any required signature guarantees,
must be received by the Exchange Agent at the address set forth herein on or
prior to the Expiration Date, or the tendering Holder must comply with the
guaranteed delivery procedures set forth below. The book-entry transfer of
Existing Preferred Securities must be accompanied by an agent's message (an
"Agent's Message") confirming that the Depository Trust Company has received
express acknowledgment from the Holder that such Holder agrees to be bound by
the Letter of Transmittal and that the Letter of Transmittal may be enforced
against such Holder. Electronic confirmation pursuant to the Depository Trust
Company's ATOP system must also include an express acknowledgment (an "Express
Acknowledgment") by the Holder that such Holder has received and agreed to be
bound by the Letter of Transmittal and that the Letter of Transmittal may be
enforced against such Holder. Existing Preferred Securities tendered hereby must
be in denominations of liquidation amount of $50 and any integral multiple
thereof.
Holders who cannot complete the procedure for book-entry transfer on a
timely basis or who cannot deliver all other required documents to the Exchange
Agent on or prior to the Expiration Date may tender their Existing Preferred
Securities pursuant to the guaranteed delivery procedures set forth in the
section titled "The Exchange Offer--Guaranteed Delivery Procedures," beginning
on page of the Prospectus. Pursuant to such procedures, (i) such tender must
be made through an Eligible Institution, (ii) prior to 5:00 p.m., New York City
Time, on the Expiration Date, the Exchange Agent must receive from such Eligible
Institution a properly completed and duly executed Letter (or a facsimile
thereof), or an electronic confirmation pursuant to the Depository Trust
Company's ATOP system, and Notice of Guaranteed Delivery, substantially in the
form provided by the Company (by facsimile transmission, mail or hand delivery),
setting forth the name and address of the Holder of Existing Preferred
Securities and the amount of Existing Preferred Securities tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange, Inc. ("NYSE") trading days after the Expiration Date, a
Book-Entry Confirmation and any other documents requested by this Letter,
including any signature guarantees, an Agent's Message in the case of a
book-entry transfer or an Express Acknowledgment in the case of a transfer
through the ATOP system, will be deposited by the Eligible Institution with the
Exchange Agent, and (iii) a Book-Entry Confirmation and all other documents
required by this Letter, must be received by the Exchange Agent within three
(3) NYSE trading days after the Expiration Date.
8
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The delivery of the Existing Preferred Securities and all other required
documents will be deemed made only when confirmed by the Exchange Agent.
See the section titled "The Exchange Offer," beginning on page of the
Prospectus.
2. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered Holder of the Existing Preferred
Securities tendered hereby, the signature must correspond exactly with the name
as it appears on a security position listing as the Holder of such Existing
Preferred Securities in the Book-Entry Transfer Facility System without any
change whatsoever.
If any tendered Existing Preferred Securities are owned of record by two or
more joint owners, all of such owners must sign this Letter.
If any tendered Existing Preferred Securities are registered in different
names, it will be necessary to complete, sign and submit as many separate copies
of this Letter as there are different registrations.
When this Letter is signed by the registered Holder or Holders of the
Existing Preferred Securities specified herein and tendered hereby, no separate
bond powers are required. If, however, the Exchange Preferred Securities are to
be issued to a person other than the registered Holder, then separate bond
powers are required.
If this Letter or any bond powers are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Company, proper evidence
satisfactory to the Company of their authority to so act must be submitted.
Signatures on bond powers required by this Instruction 2 must be guaranteed
by a firm which is a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the Securities
Transfer Agents Medallion Program, the New York Stock Exchange Medallion
Signature Program or the Stock Exchanges Medallion Program (each an "Eligible
Institution").
Signatures on this Letter need not be guaranteed by an Eligible Institution,
provided the Existing Preferred Securities are tendered: (i) by a registered
Holder of Existing Preferred Securities (including any participant in the
Book-Entry Transfer Facility system whose name appears on a security position
listing as the Holder of such Existing Preferred Securities) who has not
completed the box entitled "Special Issuance Instructions" on this Letter, or
(ii) for the account of an Eligible Institution.
3. SPECIAL ISSUANCE INSTRUCTIONS.
Holders tendering Existing Preferred Securities by book-entry transfer may
request that Existing Preferred Securities not exchanged be credited to such
account maintained at the Book-Entry Transfer Facility as such Holder may
designate hereon. If no such instructions are given, such Existing Preferred
Securities not exchanged will be credited to an account maintained with the
Book-Entry Transfer Facility for the Existing Preferred Securities.
In the case of issuance in a different name, separate bond powers with a
guaranteed signature is required and the employer identification or social
security number of the person named must also be indicated.
4. TAXPAYER IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering Holder whose
Existing Preferred Securities are accepted for exchange must provide the Company
(as payor) with such Holder's correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9 below, which in the case of a
9
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tendering Holder who is an individual, is his or her social security number. If
the Company is not provided with the current TIN or an adequate basis for an
exemption from backup withholding, such tendering Holder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, the Exchange Agent
may be required to withhold a portion of the amount of any reportable payments
made after the exchange to such tendering Holder of Exchange Preferred
Securities. If backup withholding results in an overpayment of taxes, a refund
may be obtained provided the required information is furnished to the Internal
Revenue Service.
Exempt Holders of Existing Preferred Securities (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding and reporting requirements. See the attached "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" (the
"W-9 Guidelines") for additional instructions.
To prevent backup withholding, each tendering Holder of Existing Preferred
Securities must provide its correct TIN by completing the Substitute Form W-9
set forth below, certifying, under penalties of perjury, that the TIN provided
is correct (or that such Holder is awaiting a TIN), that the holder is a U.S.
person (including a U.S. resident alien), and that (i) the Holder is exempt from
backup withholding, (ii) the Holder has not been notified by the Internal
Revenue Service (the "IRS") that such Holder is subject to backup withholding as
a result of a failure to report all interest or dividends or (iii) the IRS has
notified the Holder that such Holder is no longer subject to backup withholding.
If the tendering Holder of Existing Preferred Securities is a nonresident alien
or foreign entity not subject to backup withholding, such Holder must give the
Exchange Agent a completed Form W-8BEN or such other Form W-8 as may be
applicable. These forms may be obtained from the Exchange Agent. If the Existing
Preferred Securities are in more than one name or are not in the name of the
actual owner, such Holder should consult the W-9 Guidelines for information on
which TIN to report. If such Holder does not have a TIN, such Holder should
consult the W-9 Guidelines for instructions on applying for a TIN, check the box
in Part 3 of the Substitute Form W-9 and write "applied for" in lieu of its TIN.
Note: Checking this box and writing "applied for" on the form means that such
Holder has already applied for a TIN or that such Holder intends to apply for
one in the near future. If the box in Part 3 of the Substitute Form W-9 is
checked, the Exchange Agent will retain a portion of the reportable payments
made to a Holder during the sixty (60) day period following the date of the
Substitute Form W-9. If the Holder furnishes the Exchange Agent with his or her
TIN within sixty (60) days of the date of the Substitute Form W-9, the Exchange
Agent will remit such amounts retained during such sixty (60) day period to such
Holder and no further amounts will be retained or withheld from payments made to
the Holder thereafter. If, however, such Holder does not provide its TIN to the
Exchange Agent within such sixty (60) day period, the Exchange Agent will remit
such previously withheld amounts to the IRS as backup withholding and will
withhold a portion of all reportable payments to the Holder thereafter until
such Holder furnishes its TIN to the Exchange Agent.
5. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Existing Preferred Securities to it or its order pursuant to the Exchange
Offer. If, however, Exchange Preferred Securities and/or substitute Existing
Preferred Securities not exchanged are to be registered or issued in the name
of, any person other than the registered Holder of the Existing Preferred
Securities tendered hereby, or if tendered Existing Preferred Securities are
registered in the name of any person other than the person signing this Letter,
or if a transfer tax is imposed for any reason other than the transfer of
Existing Preferred Securities to the Company or its order pursuant to the
Exchange Offer, the amount of any such transfer taxes (whether imposed on the
registered Holder or any other persons) will be payable by the tendering Holder.
If satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering Holder.
6. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive or amend, in its
discretion, in whole or in part, at any time prior to 5:00 p.m., New York City
Time, on the Expiration Date, satisfaction of any or all conditions enumerated
in the Prospectus, which may result in an extension of the period of time for
which the Exchange Offer is kept open.
10
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7. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Existing Preferred Securities, by execution
of this Letter, shall waive any right to receive notice of the acceptance of
their Existing Preferred Securities 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 Existing
Preferred Securities nor shall any of them incur any liability for failure to
give any such notice.
8. WITHDRAWAL RIGHTS.
Tenders of Existing Preferred Securities may be withdrawn at any time prior
to 5:00 p.m., New York City Time, on the Expiration Date.
For a withdrawal of a tender of Existing Preferred Securities to be
effective, a written notice of withdrawal must be received by the Exchange Agent
at the address set forth above or, in the case of Eligible Institutions, at the
facsimile number above, prior to 5:00 p.m., New York City Time, on the
Expiration Date. Any such notice of withdrawal must (i) specify the name of the
person having tendered the Existing Preferred Securities to be withdrawn (the
"Depositor"), (ii) in the case of a tender by book-entry transfer, specify the
name and number of the account at the Book-Entry Transfer Facility to be
credited with the withdrawn Existing Preferred Securities and otherwise comply
with the procedures of such facility, (iii) contain a statement that such Holder
is withdrawing his election to have such Existing Preferred Securities
exchanged, (iv) be signed by the Holder in the same manner as the original
signature on the Letter by which such Existing Preferred Securities were
tendered (including any required signature guarantees) or be accompanied by
documents of transfer to have the Trustee with respect to the Existing Preferred
Securities register the transfer of such Existing Preferred Securities in the
name of the person withdrawing the tender, and (v) specify the Existing
Preferred Securities to be withdrawn, if not all of the Existing Preferred
Securities tendered by the Holder. All questions as to the validity, form and
eligibility (including time of receipt) of such notices will be determined by
the Company, whose determination shall be final and binding on all parties. Any
Existing Preferred Securities so withdrawn will be deemed not to have been
validly tendered for exchange for purposes of the Exchange Offer and no Exchange
Preferred Securities will be issued with respect thereto unless the Existing
Preferred Securities so withdrawn are validly retendered. Any Existing Preferred
Securities that have been tendered for exchange but which are not exchanged for
any reason will be credited into the Exchange Agent's account at the Book-Entry
Transfer Facility pursuant to the book-entry transfer procedures set forth in
the section titled "The Exchange Offer--Procedures for Tendering Existing
Preferred Securities," beginning on page of the Prospectus, and such Existing
Preferred Securities will be credited to an account maintained with the
Book-Entry Transfer Facility for the Existing Preferred Securities as soon as
practicable after withdrawal, rejection of tender or termination of the Exchange
Offer. Properly withdrawn Existing Preferred Securities may be retendered by
following the procedures described above at any time prior to 5:00 p.m., New
York City Time, on the Expiration Date.
Tenders of Existing Preferred Securities may also be withdrawn after the
expiration of 40 business days from the commencement date of the Exchange Offer
if a tender has not yet been accepted for exchange.
9. 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, and requests for Notices of
Guaranteed Delivery and other related documents may be directed to the
Information Agent, at the address and telephone number set forth on page 13 of
this Letter.
11
<Page>
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 4)
PAYOR'S NAME:
<Table>
- ---------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE -------------------------
FORM W-9 PROVIDE YOUR TIN IN Name
Department of the Treasury THE BOX AT RIGHT AND -------------------------
Internal Revenue Service CERTIFY BY SIGNING Social Security Number
Payor's Request for Taxpayer AND DATING BELOW. OR
Identification Number ("TIN") -------------------------
and Certification Employer Identification Number
------------------------------------------------------------------
PART 2
CERTIFICATION--Under penalty of perjury, I certify that:
(1) the number shown on this form is my correct TIN (or I am
waiting for a number to be issued to me);
(2) I am not subject to backup withholding either because: (a) I
am exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am subject to
backup withholding as a result of a failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding;
(3) I am a U.S. person (including U.S. resident alien); and
(4) Any other information provided on this form is true and
correct.
------------------------------------------------------------------
PART 3 Awaiting TIN / /
--------------------------------------------------------------------------------------------------------------
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting of 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.
The Internal Revenue Service does not require your consent to any provision of this document other than the
certifications required to avoid backup withholding.
Signature Date
--------------------------------------------- -----------------------
--------------------------------------------------------------------------------------------------------------
</Table>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE
BOX IN PART 3 OF SUBSTITUTE FORM W-9
<Table>
- ---------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and
either (a) I have mailed or delivered an application to receive a taxpayer identification number to the
appropriate Internal Revenue Service Center of Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not provide a taxpayer identification
number by the time of the exchange, a portion of all reportable payments made to me thereafter will be
withheld until I provide a number.
Signature Date
--------------------------------------------- -----------------------
--------------------------------------------------------------------------------------------------------------
</Table>
12
<Page>
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
The Bank of New York
<Table>
BY REGISTERED AND CERTIFIED MAIL: BY REGULAR MAIL OR OVERNIGHT COURIER, OR BY
HAND:
The Bank of New York The Bank of New York
101 Barclay Street--7E 101 Barclay Street--1st Floor
New York, New York 10286 New York, New York 10286
Attention: Ms. Carolle Montreuil
</Table>
By Facsimile Transmission (for Eligible Institutions only):
(212) 815-6339
Attention: Ms. Carolle Montreuil
For Information or Confirmation by Telephone call:
(212) 815-5920
Any questions or requests for additional copies of the Prospectus or the
Letter of Transmittal may be directed to the Information Agent. A holder of
Existing Preferred Securities may also contact D.F. King & Co., Inc. at the
telephone numbers set forth below, or such holder's broker, dealer, commercial
bank, trust company or other nominee, for assistance regarding the Exchange
Offer.
THE INFORMATION AGENT FOR
THE EXCHANGE OFFER IS:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Banks and Brokers Call Collect:
(212) 269-5550
All Others, Call Toll-Free:
(800) 928-0153
13