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EXHIBIT 99.1
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ANY AND ALL OUTSTANDING
8 3/8% SENIOR NOTES DUE APRIL 15, 2012,
WHICH ARE NOT REGISTERED UNDER THE SECURITIES ACT OF 1933,
FOR ANY AND ALL OUTSTANDING
8 3/8% SENIOR NOTES DUE APRIL 15, 2012,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
OF
BEAZER HOMES USA, INC.
PURSUANT TO THE PROSPECTUS DATED , 2002.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE"). ORIGINAL NOTES
TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
U.S. BANK NATIONAL ASSOCIATION
BY MAIL, OVERNIGHT COURIER OR HAND
DELIVERY:
U.S. Bank National Association
180 East 5th Street
4th Floor
St. Paul, MN 55101
Attention: Specialized Finance Department
Reference: Beazer Homes USA, Inc. Exchange
BY FACSIMILE:
(651) 244-1537
Attention: Specialized Finance Department
Confirm by Telephone:
(800) 934-6802
Reference: Beazer Homes USA, Inc.
Exchange
TO CONFIRM BY TELEPHONE OR FOR INFORMATION:
(800) 934-6802
Reference: Beazer Homes USA, Inc. Exchange
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE OR OTHERWISE THAN AS PROVIDED ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
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This Letter of Transmittal is to be completed by holders of Original Notes
(as defined below) either if Original Notes are to be forwarded herewith or if
tenders of Original Notes are to be made by book-entry transfer to an account
maintained by U.S. Bank National Association (the "Exchange Agent") at The
Depository Trust Company ("DTC") pursuant to the procedures set forth in "THE
EXCHANGE OFFER--EXCHANGE OFFER PROCEDURES" in the Prospectus.
Holders of Original Notes (i) whose certificates (the "Certificates") for
such Original Notes are not immediately available or (ii) who cannot deliver
their Original Notes, the Letter of Transmittal or any other required documents
to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date or (iii) who cannot complete the procedures for delivery by book-entry
transfer prior to 5:00 p.m., New York City time, on the Expiration Date, must
tender their Original Notes according to the guaranteed delivery procedures set
forth in "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" in the Prospectus.
SEE INSTRUCTION 1. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY
TO THE EXCHANGE AGENT.
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
ALL TENDERING HOLDERS COMPLETE THIS BOX:
<Table>
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DESCRIPTION OF ORIGINAL NOTES TENDERED
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IF BLANK, PLEASE PRINT NAME AND ORIGINAL NOTES TENDERED
ADDRESS OF REGISTERED HOLDER (ATTACH ADDITIONAL LIST OF NOTES)
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PRINCIPAL
AMOUNT OF
ORIGINAL
NOTES
PRINCIPAL AMOUNT TENDERED
CERTIFICATE OF ORIGINAL (IF LESS
NUMBER(S)* NOTES THAN ALL)**
-------------------------------------------------------
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TOTAL AMOUNT TENDERED:
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* Need not be completed by book-entry holders.
** Original Notes may be tendered in whole or in part in denominations of $1,000 and integral
multiples thereof. Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Original Notes held by such holder indicated in the corresponding column to
the left of this column.
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</Table>
BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY:
<Table>
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/ / CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
DTC Account No. Transaction Code No.
/ / CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF
GUARANTEED DELIVERY IF TENDERED ORIGINAL NOTES 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:
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</Table>
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IF GUARANTEED DELIVERY IS TO BE MADE BY BOOK-ENTRY TRANSFER:
<Table>
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Name of Tendering Institution:
DTC Account No. Transaction Code No.
/ / CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND
NON-EXCHANGED ORIGINAL NOTES ARE TO BE RETURNED BY CREDITING
THE DTC ACCOUNT NUMBER SET FORTH ABOVE.
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE
ORIGINAL NOTES FOR ITS 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:
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</Table>
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Ladies and Gentlemen:
The undersigned hereby tenders to Beazer Homes USA, Inc., a Delaware
corporation (the "Issuer"), the above described aggregate principal amount of
the Issuer's 8 3/8% Senior Notes due April 15, 2012, which are not registered
under the Securities Act of 1933 (the "Original Notes"), in exchange for a like
aggregate principal amount of the Issuer's 8 3/8% Senior Notes due April 15,
2012, which have been registered under the Securities Act of 1933 (the "New
Notes"), upon the terms and subject to the conditions set forth in the
Prospectus, dated , 2002 (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 Notes tendered herewith 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 tenders, exchanges, sells, assigns and transfers to or upon
the order of the Issuer all right, title and interest in and to such Original
Notes as are being tendered herewith. The undersigned hereby irrevocably
constitutes and appoints the Exchange Agent as its agent and attorney-in-fact
(with full knowledge that the Exchange Agent is also acting as agent of the
Issuer in connection with the Exchange Offer) with respect to the tendered
Original Notes, with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), subject only to the
right of withdrawal described in the Prospectus, to (i) deliver Certificates for
Original Notes to the Issuer together with all accompanying evidences of
transfer and authenticity to, or upon the order of, the Issuer, upon receipt by
the Exchange Agent, as the undersigned's agent, of the New Notes to be issued in
exchange for such Original Notes, (ii) present Certificates for such Original
Notes for transfer, and to transfer the Original Notes on the books of the
Issuer and (iii) receive for the account of the Issuer all benefits and
otherwise exercise all rights of beneficial ownership of such Original Notes,
all in accordance with the terms and conditions of the Exchange Offer.
THE UNDERSIGNED HEREBY REPRESENTS AND WARRANTS THAT THE UNDERSIGNED HAS FULL
POWER AND AUTHORITY TO TENDER, EXCHANGE, SELL, ASSIGN AND TRANSFER THE ORIGINAL
NOTES TENDERED HEREBY AND THAT, WHEN THE SAME ARE ACCEPTED FOR EXCHANGE, THE
ISSUER WILL ACQUIRE GOOD, MARKETABLE AND UNENCUMBERED TITLE THERETO, FREE AND
CLEAR OF ALL LIENS, RESTRICTIONS, CHARGES AND ENCUMBRANCES, AND THAT THE
ORIGINAL NOTES TENDERED HEREBY ARE NOT SUBJECT TO ANY ADVERSE CLAIMS OR PROXIES.
THE UNDERSIGNED WILL, UPON REQUEST, EXECUTE AND DELIVER ANY ADDITIONAL DOCUMENTS
DEEMED BY THE ISSUER OR THE EXCHANGE AGENT TO BE NECESSARY OR DESIRABLE TO
COMPLETE THE EXCHANGE, ASSIGNMENT AND TRANSFER OF THE ORIGINAL NOTES TENDERED
HEREBY, AND THE UNDERSIGNED WILL COMPLY WITH ITS OBLIGATIONS UNDER THE
REGISTRATION RIGHTS AGREEMENT, DATED AS OF APRIL 17, 2002 (THE "REGISTRATION
RIGHTS AGREEMENT"), AMONG THE ISSUER, THE GUARANTORS NAMED THEREIN AND THE
INITIAL PURCHASERS NAMED THEREIN, FOR THE BENEFIT OF THE INITIAL PURCHASERS AND
THE HOLDERS OF THE ORIGINAL NOTES. THE UNDERSIGNED HAS READ AND AGREES TO ALL OF
THE TERMS OF THE EXCHANGE OFFER.
The name(s) and address(es) of the registered holder(s) of the Original
Notes tendered hereby should be printed above, if they are not already set forth
above, as they appear on the Certificates representing such Original Notes or,
in the case of book-entry securities, on the relevant securities position
listing. The Certificate number(s) and the Original Notes that the undersigned
wishes to tender should be indicated in the appropriate boxes above.
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If any tendered Original Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Original Notes
than are tendered or accepted for exchange, Certificates for such nonexchanged
or nontendered Original Notes will be returned (or, in the case of Original
Notes tendered by book-entry transfer, such Original Notes 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 Notes pursuant to any
one of the procedures described in "THE EXCHANGE OFFER--EXCHANGE OFFER
PROCEDURES" in the Prospectus and in the instructions hereto will, upon the
Issuer's acceptance for exchange of such tendered Original Notes, constitute a
binding agreement between the undersigned and the Issuer 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 Issuer may
not be required to accept for exchange any of the Original Notes tendered
hereby.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, the undersigned hereby directs that the New Notes be issued
in the name(s) of the undersigned or, in the case of a book-entry transfer of
Original Notes, that such New Notes be credited to the account indicated above
maintained at DTC. If applicable, substitute Certificates representing Original
Notes not exchanged or not accepted for exchange will be issued to the
undersigned or, in the case of a book-entry transfer of Original Notes, will be
credited to the account indicated above maintained at DTC. Similarly, unless
otherwise indicated under "Special Delivery Instructions," please deliver New
Notes to the undersigned at the address shown below the undersigned's signature.
By tendering Original Notes and executing this Letter of Transmittal, the
undersigned hereby represents and agrees that (i) any New Notes acquired
pursuant to the Exchange Offer are being obtained in the ordinary course of its
business, (ii) the undersigned has no arrangement or understanding with any
person to participate in a distribution (within the meaning of the Securities
Act of 1933) of New Notes to be received in the Exchange Offer in violation of
the provisions of the Securities Act of 1933, (iii) the undersigned is not an
"affiliate" (as defined in Rule 405 under the Securities Act of 1933) of the
Issuer or any of its subsidiaries, or, if the undersigned is an affiliate, the
undersigned will comply with the registration and prospectus delivery
requirements of the Securities Act of 1933 to the extent applicable, (iv) if the
undersigned is not a broker-dealer, the undersigned is not engaged in, and does
not intend to engage in, a distribution (within the meaning of the Securities
Act of 1933) of such New Notes and (v) if the undersigned is a broker-dealer
that received New Notes for its own account in the Exchange Offer, where such
Original Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, such broker-dealer will deliver a
Prospectus in connection with any resale of such New Notes (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 of 1933). See "THE EXCHANGE OFFER--TERMS OF THE EXCHANGE OFFER--PURPOSE OF
THE EXCHANGE OFFER," "THE EXCHANGE OFFER--EXCHANGE OFFER PROCEDURES" and "PLAN
OF DISTRIBUTION" in the Prospectus.
The Issuer has agreed that, subject to the provisions of the Registration
Rights Agreement, the Prospectus, as it may be amended or supplemented from time
to time, may be used by a Participating Broker-Dealer in connection with resales
of New Notes received in exchange for Original Notes, where such Original Notes
were acquired by such Participating Broker-Dealer for its own account as a
result of market-making activities or other trading activities, for a period
ending 180 days of the Prospectus (subject to extension under certain limited
circumstances described in the Prospectus) or, if earlier, when all such New
Notes 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 New Notes received in exchange for Original Notes pursuant to the
Exchange Offer must notify the Issuer, or cause the Issuer to be notified, on or
prior to the Expiration Date, that it is a Participating Broker-
6
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Dealer. Such notice may be given in the space provided herein for that purpose
or may be delivered to the Exchange Agent at one of the addresses set forth in
the Prospectus under "THE EXCHANGE OFFER--EXCHANGE AGENT." In that regard, each
Participating Broker-Dealer, by tendering such Original Notes and executing this
Letter of Transmittal, agrees that, upon receipt of notice from the Issuer of
the occurrence of (i) the request of the Securities and Exchange Commission for
amendments or supplements to the Registration Statement or the Prospectus
included therein, (ii) the issuance by the Securities and Exchange Commission of
any stop order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose, (iii) the receipt by the Issuer
or its legal counsel of any notification with respect to the suspension of the
qualification of the New Notes for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose or (iv) the happening of any
event that requires the Issuer to make changes in the Registration Statement or
the Prospectus in order that the Registration Statement or the Prospectus does
not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein
(in the case of the Prospectus, in light of the circumstances under which they
were made), not misleading, such Participating Broker-Dealer shall suspend the
use of such Prospectus, until the Issuer has promptly prepared and filed a
post-effective amendment to the Registration Statement or a supplement to the
related Prospectus and any other document required so that, the Prospectus will
not contain an untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading and has
furnished an amended or supplemented Prospectus to the Participating
Broker-Dealer or the Issuer has given notice that the sale of the New Notes may
be resumed, as the case may be.
If the Issuer gives such notice to suspend the sale of the New Notes, it
shall extend the 180-day period referred to above during which Participating
Broker-Dealers are entitled to use the Prospectus in connection with the resale
of New Notes by the number of days in the period from and including the date of
the giving of such notice to and including the date when the Issuer shall have
made available to Participating Broker-Dealers copies of the supplemented or
amended Prospectus necessary to resume resales of the New Notes or to and
including the date on which the Issuer has given notice that the use of the
applicable Prospectus may be resumed, as the case may be.
Holders of New Notes on the relevant record date for the first interest
payment date following the consummation of the exchange offer will receive
interest accruing from April 15, 2002. Such interest will be paid with the first
interest payment on the New Notes on October 15, 2002.
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.
7
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HOLDER(S) SIGN HERE
(SEE INSTRUCTIONS 1,2, 5 AND 6)
(PLEASE COMPLETE SUBSTITUTE FORM W-9 BELOW)
(NOTE: SIGNATURE(S) MUST BE GUARANTEED IF REQUIRED BY INSTRUCTION 2)
Must be signed by registered holder(s) exactly as name(s) appear(s) on
Certificate(s) for the Original Notes hereby 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 Issuer
or the Trustee for the Original Notes to comply with the restrictions on
transfer applicable to the Original Notes). If the 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 5.
(SIGNATURE(S) OF HOLDER(S))
Signature(s): _______________________ Dated: _______________________, 2002
Name(s): _______________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
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TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER(S)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 2 AND 5)
Authorized Signature: __________________________________________________________
Name: __________________________________________________________________________
(PLEASE PRINT)
Date: ____________________, 2002
Capacity or Title: _____________________________________________________________
Name of Firm: __________________________________________________________________
Address: _______________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number: ________________________________________________
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- -------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New Notes are to be issued in the name of
someone other than the registered holder of the Original Notes whose name(s)
appear(s) above:
Issue New Notes to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
- ------------------------------------------------------
- ------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5 AND 6)
To be completed ONLY if the New Notes are to be delivered to someone
other than the registered holder of the Original Notes whose name(s) name(s)
appear(s) above, or to such registered holder(s) at an address other than
that shown above.
Mail New Notes to:
Name: ______________________________________________________________________
(PLEASE PRINT)
Address: ___________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NO.)
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9
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be completed either if
(a) Certificates are to be forwarded herewith or (b) tenders are to be made
pursuant to the procedures for tender by book-entry transfer set forth in "THE
EXCHANGE OFFER--EXCHANGE OFFER PROCEDURES" in the Prospectus. Certificates, or
timely confirmation of a book-entry transfer of such Original Notes into the
Exchange Agent's account at DTC, as well as a Letter of Transmittal (or manually
signed facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or an Agent's Message in the case of a book-entry
delivery, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at one of its addresses set forth herein prior
to 5:00 p.m., New York City time, on the Expiration Date. Original Notes may be
tendered in whole or in part in the principal amount of $1,000 and integral
multiples thereof.
Holders who wish to tender their Original Notes and (i) whose Certificate of
such Original Notes are not immediately available or (ii) who cannot deliver
their Original Notes, the Letter of Transmittal or any other required documents
to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date or (iii) who cannot complete the procedures for delivery by book-entry
transfer prior to 5:00 p.m., New York City time, on the Expiration Date, must
tender their Original Notes by properly completing and duly executing a Notice
of Guaranteed Delivery pursuant to the guaranteed delivery procedures set forth
in "THE EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" in the Prospectus.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Guarantor Institution (as defined below); (ii) a properly completed and
duly executed Notice of Guaranteed Delivery, substantially in the form made
available by the Issuer, must be received by the Exchange Agent prior to
5:00 p.m., New York City time, on the Expiration Date; and (iii) the
Certificates (or a book-entry confirmation (as defined in the Prospectus))
representing all tendered Original Notes, in proper form for transfer, together
with a Letter of Transmittal (or manually signed facsimile thereof), properly
completed and duly executed, with any required signature guarantees, or an
Agent's Message in the case of a book-entry delivery, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
within three business days after the Expiration Date, all as provided in "THE
EXCHANGE OFFER--GUARANTEED DELIVERY PROCEDURES" in the Prospectus.
The Notice of Guaranteed Delivery may be delivered by hand, overnight
courier or mail or transmitted by facsimile to the Exchange Agent, and must
include a guarantee by an Eligible Guarantor Institution in the form set forth
in such Notice. For Original Notes to be properly tendered pursuant to the
guaranteed delivery procedure, the Exchange Agent must receive a Notice of
Guaranteed Delivery prior to 5:00 p.m., New York City time, on the Expiration
Date. As used herein and in the Prospectus, "Eligible Guarantor Institution"
means a firm or other entity identified in Rule 17Ad-15 under the Exchange Act
as "an eligible guarantor institution," including (as such terms are defined
therein) (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association.
THE METHOD OF DELIVERY OF CERTIFICATES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING HOLDER
AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE
AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED,
PROPERLY INSURED, OR OVERNIGHT OR HAND DELIVERY SERVICE IS RECOMMENDED. IN ALL
CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
10
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The Issuer will not accept any alternative, conditional or contingent
tenders. Each tendering holder, by executing a Letter of Transmittal (or
manually signed facsimile thereof), waives any right to receive any notice of
the acceptance of such tender.
2. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if:
(i) this Letter of Transmittal is signed by the registered holder (which
term, for purposes of this document, shall include any participant in DTC
whose name appears on the relevant security position listing as the owner of
the Original Notes) of Original Notes tendered herewith, unless such
holder(s) has completed either the box entitled "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" above, or
(ii) such Original Notes are tendered for the account of a firm that is
an Eligible Guarantor Institution.
In all other cases, an Eligible Guarantor Institution must guarantee the
signature(s) on this Letter of Transmittal. See Instruction 5.
3. INADEQUATE SPACE. If the space provided in the box captioned
"Description of Original Notes" is inadequate, the Certificate number(s) and/or
the aggregate principal amount of Original Notes and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Original Notes will be
accepted only in the principal amount of $1,000 and integral multiples thereof.
If less than all the Original Notes evidenced by any Certificate submitted are
to be tendered, fill in the principal amount of Original Notes which are to be
tendered in the box entitled "Principal Amount of Original Notes Tendered (if
less than all)." In such case, new Certificate(s) for the remainder of the
Original Notes that were evidenced by your old Certificate(s) will only be sent
to the holder of the Original Notes, or such other party as you identify in the
box captioned "Special Delivery Instructions" promptly after the Expiration
Date. All Original Notes represented by Certificates delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
Except as otherwise provided herein, tenders of Original Notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration
Date. In order for a withdrawal to be effective on or prior to that time, a
written, telegraphic, telex or facsimile transmission of such notice of
withdrawal must be timely received by the Exchange Agent at one of its addresses
set forth above or in the Prospectus prior to 5:00 p.m., New York City time, on
the Expiration Date. Any such notice of withdrawal must specify the name of the
person who tendered the Original Notes to be withdrawn, the aggregate principal
amount of Original Notes to be withdrawn, and (if Certificates for Original
Notes have been tendered) the name of the registered holder of the Original
Notes as set forth on the Certificate for the Original Notes, if different from
that of the person who tendered such Original Notes. If Certificates for the
Original Notes have been delivered or otherwise identified to the Exchange
Agent, then prior to the physical release of such Certificates for the Original
Notes, the tendering holder must submit the serial numbers shown on the
particular Certificates for the Original Notes to be withdrawn and the signature
on the notice of withdrawal must be guaranteed by an Eligible Guarantor
Institution, except in the case of Original Notes tendered for the account of an
Eligible Guarantor Institution. If Original Notes have been tendered pursuant to
the procedures for delivery by book-entry transfer set forth in "THE EXCHANGE
OFFER--EXCHANGE OFFER PROCEDURES," in the Prospectus, the notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawal of Original Notes, in which case a notice of withdrawal will be
effective if delivered to the Exchange Agent by written, telegraphic, telex or
facsimile transmission. Withdrawals of tenders of Original Notes may not be
rescinded. Original Notes properly withdrawn will not be deemed validly tendered
for purposes of the Exchange Offer, but may be retendered at any subsequent time
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prior to 5:00 p.m., New York City time, on the Expiration Date by following any
of the procedures described in the Prospectus under "THE EXCHANGE
OFFER--EXCHANGE OFFER PROCEDURES."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Issuer, in its
sole discretion, whose determination shall be final and binding on all parties.
Neither the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent
nor any other person shall be under any duty to give any notification of any
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. Any Original Notes which have been tendered but
which are withdrawn will be returned to the holder thereof without cost to such
holder promptly after withdrawal.
5. SIGNATURES ON LETTER OF TRANSMITTAL, ASSIGNMENTS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Original
Notes tendered hereby, the signature(s) must correspond exactly with the name(s)
as written on the face of the Certificate(s) or, in the case of book-entry
securities, on the relevant security position listing) without alteration,
enlargement or any change whatsoever.
If any of the Original Notes tendered hereby are owned of record by two or
more joint owners, all such owners must sign this Letter of Transmittal.
If any tendered Original Notes are registered in different name(s) on
several Certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal (or manually signed facsimiles thereof) as there
are different registrations of Certificates.
If this Letter of Transmittal or any Certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing and must submit proper evidence
satisfactory to the Issuer, in its sole discretion, of such persons' authority
to so act.
When this Letter of Transmittal is signed by the registered owner(s) of the
Original Notes listed and transmitted hereby, no endorsement(s) of
Certificate(s) or separate bond power(s) are required unless New Notes are to be
issued in the name of a person other than the registered holder(s). Signature(s)
on such Certificate(s) or bond power(s) must be guaranteed by an Eligible
Guarantor Institution.
If this Letter of Transmittal is signed by a person other than the
registered owner(s) of the Original Notes listed, the Certificates must be
endorsed or accompanied by appropriate bond powers, signed exactly as the name
or names of the registered owner(s) appear(s) on the Certificates, and also must
be accompanied by such opinions of counsel, certifications and other information
as the Issuer or the Trustee for the Original Notes may require in accordance
with the restrictions on transfer applicable to the Original Notes. Signatures
on such Certificates or bond powers must be guaranteed by an Eligible Guarantor
Institution.
6. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If New Notes are to be
issued in the name of a person other than the signer of this Letter of
Transmittal, or if New Notes are to be sent to someone other than the signer of
this Letter of Transmittal or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
Certificates for Original Notes not exchanged will be returned by mail or, if
tendered by book-entry transfer, by crediting the account indicated above
maintained at DTC. See Instruction 4.
7. IRREGULARITIES. The Issuer determines, in its sole discretion, all
questions as to the form of documents, validity, eligibility (including time of
receipt) and acceptance for exchange of any tender of Original Notes, which
determination shall be final and binding on all parties. The Issuer reserves the
absolute right to reject any and all tenders determined by it not to be in
proper form or the acceptance of which, or exchange for, may, in the view of
counsel to the Issuer, be unlawful. The Issuer also
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reserves the absolute right, subject to applicable law, to waive any of the
conditions of the Exchange Offer set forth in the Prospectus under "THE EXCHANGE
OFFER--CONDITIONS" or any conditions or irregularity in any tender of Original
Notes of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders. The Issuer's
interpretation of the terms and conditions of the Exchange Offer (including this
Letter of Transmittal and the instructions hereto) will be final and binding. No
tender of Original Notes will be deemed to have been validly made until all
irregularities with respect to such tender have been cured or waived. Neither
the Issuer, any affiliates or assigns of the Issuer, the Exchange Agent, nor any
other person shall be under any duty to give notification of any irregularities
in tenders or incur any liability for failure to give such notification.
8. QUESTIONS, REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Exchange Agent at one of its
addresses 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, trust company or other nominee.
9. 30% BACKUP WITHHOLDING; SUBSTITUTE FORM W-9. Under U.S. Federal income
tax law, a U.S. holder whose tendered Original Notes are accepted for exchange
is required to provide the Exchange Agent with such U.S. holder's correct
taxpayer identification number ("TIN") on Substitute Form W-9 below. If the
Exchange Agent is not provided with the correct TIN, the Internal Revenue
Service (the "IRS") may subject the U.S. holder or other payee to a $50 penalty.
In addition, payments to such U.S. holders or other payees with respect to
Original Notes exchanged pursuant to the Exchange Offer may be subject to a 30%
(in 2002) backup withholding.
The box in Part 2 of the Substitute Form W-9 may be checked if the tendering
U.S. 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 U.S.
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 Number is completed, the Exchange Agent will
withhold 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 U.S. 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 U.S. holder and no further amounts
shall be retained or withheld from payments made to the U.S. holder thereafter.
If, however, the U.S. 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, 30% of all payments made thereafter will be
withheld and remitted to the IRS until a correct TIN is provided.
The U.S. 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 Notes or of the last transferee appearing on the transfers attached
to, or endorsed on, the Original Notes. If the Original Notes 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.
Certain U.S. holders (including, (1) an organization exempt from tax under
Section 501(a), any IRA, or a custodial account under Section 403(b)(7) if the
account satisfies the requirements of Section 401(f)(2); (2) the United States
or any of its agencies or instrumentalities; (3) a state, the District of
Columbia, a possession of the United States, or any of their political
subdivisions or instrumentalities; (4) a foreign government or any of its
political subdivisions, agencies or instrumentalities; (5) an international
organization or any of its agencies or instrumentalities; (6) a corporation;
(7) a foreign central bank of issue; (8) a dealer in securities or commodities
required to
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register in the U.S., the District of Columbia or a possession of the U.S.;
(9) a futures commission merchant registered with the Commodity Futures Trading
Commission; (10) a REIT; (11) an entity registered at all times during the tax
year under the Investment Company Act of 1940; (12) a common trust fund operated
by a bank under Section 584(a); (13) a financial institution; (14) a middleman
known in the investment community as a nominee or custodian; or (15) a trust
exempt from tax under Section 664 or described in Section 4947) may not be
subject to these backup withholding and reporting requirements. Such U.S.
holders should nevertheless complete the attached Substitute Form W-9 below, and
check the box "Exempt from backup withholding" provided on Substitute Form W-9,
to avoid possible erroneous backup withholding. A foreign person may qualify as
an exempt recipient by submitting a properly completed IRS Form W-8 BEN, signed
under penalties of perjury, attesting to that U.S. holder's exempt status.
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.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any Certificate(s)
representing Original Notes has been lost, destroyed or stolen, the holder
should promptly notify the Exchange Agent. The holder will then be instructed as
to the steps that must be taken in order to replace the Certificate(s). This
Letter of Transmittal and related documents cannot be processed until the
procedures for replacing lost, destroyed or stolen Certificate(s) have been
followed.
11. SECURITY TRANSFER TAXES. Holders who tender their Original Notes for
exchange will not be obligated to pay any transfer taxes in connection
therewith. If, however, New Notes are to be delivered to, or are to be issued in
the name of, any person other than the registered holder of the Original Notes
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Original Notes in connection with the Exchange Offer, then the amount of any
such transfer tax (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 with the Letter of
Transmittal, the amount of such transfer taxes will be billed directly to such
tendering holder.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR MANUALLY SIGNED FACSIMILE THEREOF)
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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TO BE COMPLETED BY ALL TENDERING NOTEHOLDERS
(SEE INSTRUCTION 9)
<Table>
- ------------------------------------------------------------------------------------------------------------------
PAYERS NAME: THE BANK OF NEW YORK
- ------------------------------------------------------------------------------------------------------------------
NAME:
- ------------------------------------------------------------------------------------------------------------------
BUSINESS NAME, IF DIFFERENT FROM ABOVE:
- ------------------------------------------------------------------------------------------------------------------
CHECK APPROPRIATE BOX:
/ / INDIVIDUAL/SOLE PROPRIETOR / / CORPORATION / / PARTNERSHIP / / OTHER / / EXEMPT
FROM BACKUP
WITHHOLDING
- ------------------------------------------------------------------------------------------------------------------
ADDRESS (NUMBER, STREET AND APT. OR SUITE NO.):
- ------------------------------------------------------------------------------------------------------------------
CITY, STATE AND ZIP CODE:
- ------------------------------------------------------------------------------------------------------------------
LIST ACCOUNT NUMBER(S) HERE (OPTIONAL):
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT Social Security Number
FORM W-9 RIGHT AND CERTIFY BY SIGNING AND DATING BELOW OR
DEPARTMENT OF THE TREASURY, Employer Identification Number
INTERNAL REVENUE SERVICE ------------------------
---------------------------------------------------------------------------------
PAYER'S REQUEST FOR TAXPAYER CERTIFICATE -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
IDENTIFICATION NUMBER ("TIN") (1) the number on this form is my correct Taxpayer Identification Number (or that
AND CERTIFICATION I am waiting for a number to be issued to me).
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, (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 withholding.
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS -- YOU MUST CROSS OUT ITEM (2) ABOVE IF YOU HAVE BEEN
NOTIFIED BY THE IRS THAT YOU ARE CURRENTLY SUBJECT TO BACKUP WITHHOLDING BECAUSE
OF UNDER-REPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN. HOWEVER, IF AFTER
BEING NOTIFIED BY THE IRS THAT YOU WERE SUBJECT TO BACKUP WITHHOLDING, YOU
RECEIVED ANOTHER NOTIFICATION FROM THE IRS THAT YOU ARE NO LONGER SUBJECT TO
BACKUP WITHHOLDING, DO NOT CROSS OUT ITEM (2).
---------------------------------------------------------------------------------
SIGNATURE DATE PART 2 -- AWAITING TIN / /
- ------------------------------------------------------------------------------------------------------------------
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 30% (IN 2002) 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.
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YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 2 OF
SUBSTITUTE FORM W-9.
- --------------------------------------------------------------------------------
CERTIFICATION 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 Administrative 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, 30%
of all payments made to me on account of the New Notes 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 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______________________________, 2002
- --------------------------------------------------------------------------------
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