EXHIBIT 99.3
LETTER OF TRANSMITTAL
FOR
OFFER TO EXCHANGE 5.75% NOTES DUE 2010 (CUSIP NO. 866677AD9)
FOR 5.75% NOTES DUE 2010 (CUSIP NO. 866677AC1)
OF
SUN COMMUNITIES OPERATING
LIMITED PARTNERSHIP
PURSUANT TO THE PROSPECTUS
DATED _______, 2003
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ______,
2003, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
DEUTSCHE BANK TRUST COMPANY AMERICAS
FOR INFORMATION: (800) 735-7777
BY FACSIMILE: BY MAIL:
(FOR ELIGIBLE INSTITUTIONS ONLY) DB SERVICES TENNESSEE, INC.
(615) 835-3701 REORGANIZATION UNIT
CONFIRM BY TELEPHONE: P.O. BOX 292737
(615) 835-3572 NASHVILLE, TN 37229-2737
CONTACT: KARL SHEPHERD
BY OVERNIGHT MAIL OR COURIER: BY HAND:
DB SERVICES TENNESSEE, INC. DEUTSCHE BANK TRUST COMPANY AMERICAS
CORPORATE TRUST & AGENCY SERVICES C/O THE DEPOSITORY TRUST CLEARING CORPORATION
REORGANIZATION UNIT 55 WATER STREET, 1ST FLOOR
648 GRASSMERE PARK ROAD JEANETTE PARK ENTRANCE
NASHVILLE, TN 37211 NEW YORK, NY 10041
ATTN: KARL SHEPHERD
CONFIRM BY TELEPHONE:
(615) 835-3572
DELIVERY OF THIS LETTER OF TRANSMITTAL (THE "LETTER OF TRANSMITTAL") TO
AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF UNREGISTERED NOTES (AS DEFINED
BELOW).
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THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED AND SIGNED.
This Letter of Transmittal is to be used by registered holders
("Holders") of 5.75% Notes due 2010 (the "Unregistered Notes") if: (i)
certificates representing Unregistered Notes are to be physically delivered to
Deutsche Bank Trust Company Americas (the "Exchange Agent") by such Holders;
(ii) tender of Unregistered Notes is to be made by book-entry transfer to the
Exchange Agent's account at The Depositary Trust Company ("DTC" or the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in the
Prospectus, dated _______, 2003 (as the same may be amended or supplemented from
time to time, the "Prospectus") under the caption "The Exchange
Offer--Procedures for Tendering" by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Unregistered Notes or (iii) delivery of Unregistered Notes is to be
made according to the guaranteed delivery procedures set forth in the Prospectus
under the caption "The Exchange Offer--Guaranteed Delivery Procedures," and, in
each case, instructions are not being transmitted through the DTC Automated
Tender Program ("ATOP"). DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER
FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES
NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
In order to properly complete this Letter of Transmittal, a Holder must
(i) complete the box entitled "Method of Delivery" by checking one of the three
boxes therein and supplying the appropriate information, (ii) complete the box
entitled "Description of Unregistered Notes," (iii) if such Holder is a
Participating Broker-Dealer (as defined below) and wishes to receive additional
copies of the Prospectus for delivery in connection with resales of Exchange
Notes (as defined below), check the applicable box, (iv) sign this Letter of
Transmittal by completing the box entitled "Please Sign Here", (v) if
appropriate, check and complete the boxes relating to the "Special Issuance
Instructions" and "Special Delivery Instructions," and (vi) complete the
Substitute Form W-9. Each Holder should carefully read the detailed Instructions
below prior to completing this Letter of Transmittal. See "The Exchange Offer--
Procedures for Tendering" in the Prospectus.
Holders of Unregistered Notes that are tendering by book-entry transfer
to the Exchange Agent's account at DTC can execute the tender through ATOP, for
which the transaction will be eligible. DTC participants that are accepting the
Exchange Offer should transmit their acceptance to DTC, which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an Agent's Message to the Exchange Agent for
its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms of
the Exchange Offer as to execution and delivery of a Letter of Transmittal by
the participant identified in the Agent's Message. DTC participants may also
accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through
ATOP.
If Holders desire to tender Unregistered Notes pursuant to the Exchange
Offer and (i) certificates representing such Unregistered Notes are not lost but
are not immediately available, (ii) time will not permit this Letter of
Transmittal, certificates representing such Holder's Unregistered Notes and all
other required documents to reach the Exchange Agent prior to the Expiration
Date or (iii) the procedures for book-entry transfer cannot be completed prior
to the Expiration Date, such Holders may effect a tender of such Unregistered
Notes in accordance with the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2 below.
A Holder having Unregistered Notes registered in the name of a broker,
dealer, commercial bank, trust company or other nominee must contact such
broker, dealer, commercial bank, trust company or other nominee if such Holder
desires to accept the Exchange Offer with respect to the Unregistered Notes so
registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF
UNREGISTERED NOTES BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION
IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
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All capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Prospectus.
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, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent, whose address and telephone number appear on
the front cover of this Letter of Transmittal. See Instruction 11 below.
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METHOD OF DELIVERY
[] CHECK HERE IF CERTIFICATES FOR TENDERED UNRESTRICTED NOTES ARE
BEING DELIVERED HEREWITH.
[] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY
BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE
EXCHANGE AGENT WITH A BOOK-ENTRY TRANSFER FACILITY AND COMPLETE
THE FOLLOWING:
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
[] CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED
PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED
TO THE EXCHANGE AGENT PURSUANT TO INSTRUCTION 2 BELOW AND
COMPLETE THE FOLLOWING:
Name of Registered Holder(s):
Window Ticket No. (if any):
Date of Execution of Notice of Guaranteed Delivery:
Name of Eligible Institution that Guaranteed Delivery:
If Delivered by Book-Entry Transfer (yes or no):
Name of Tendering Institution:
DTC Account Number:
Transaction Code Number:
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List on the following page the Unregistered Notes to which this Letter
of Transmittal relates. If the space provided is inadequate, list the
certificate numbers and principal amounts on a separately signed schedule and
affix the schedule to this Letter of Transmittal.
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DESCRIPTION OF UNREGISTERED NOTES
AGGREGATE
NAME(S) AND ADDRESS(ES)OF PRINCIPAL PRINCIPAL
HOLDER(S) CERTIFICATE AMOUNT AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBERS* REPRESENTED** TENDERED
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TOTAL PRINCIPAL AMOUNT OF
UNREGISTERED NOTES
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* Need not be completed by Holders tendering by book-entry transfer
(see below).
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** Unless otherwise indicated in the column labeled "Principal Amount
Tendered" and subject to the terms and conditions of the Prospectus, a
Holder will be deemed to have tendered the entire aggregate principal
amount represented by the Unregistered Notes indicated in the column
labeled "Aggregate Principal Amount Represented." See Instruction 3.
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FOR PARTICIPATING BROKER-DEALERS ONLY:
[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW
IF YOU ARE A PARTICIPATING BROKER-DEALER (AS DEFINED
BELOW) AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND, DURING THE 180-DAY PERIOD FOLLOWING THE
CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO, AS WELL AS ANY
NOTICES FROM THE COMPANY (AS DEFINED BELOW) TO SUSPEND
AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS
UNREGISTERED NOTES AND EXECUTING THIS LETTER OF
TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO
USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR
THE EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE
NOTES. (IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX,
OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED
THIS BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE
EXCHANGE AGENT THAT ALL THEIR EXCHANGE NOTES HAVE BEEN
SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE
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EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT
PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME
USE OF THE PROSPECTUS.)
Provide the name of the individual who should receive, on
behalf of the Holder, additional copies of the Prospectus, and
amendments and supplements thereto, and any notices to suspend and
resume use of the Prospectus:
Name:
Address:
Telephone No.:
Facsimile No.:
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated _____, 2003 (as the same may be amended or supplemented from
time to time, the "Prospectus" and, together with this Letter of Transmittal,
the "Exchange Offer"), of Sun Communities Operating Limited Partnership (the
"Company"), and this Letter of Transmittal and instructions hereto, which
together constitute the Company's offer to exchange 5.75% Notes due 2010 (the
"Exchange Notes") of the Company, which have been registered under the
Securities Act of 1933, as amended (the "Securities Act"), upon the terms and
subject to the conditions set forth in the Exchange Offer, for like amounts of
5.75% Notes due 2010 (the "Unregistered Notes") of the Company.
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the principal amount of Unregistered
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Unregistered Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Unregistered Notes. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent as the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
the Exchange Agent also acts as the agent of the Company) with respect to such
Unregistered Notes with full power of substitution (such power-of-attorney being
deemed to be an irrevocable power coupled with an interest) to (i) present such
Unregistered Notes and all evidences of transfer and authenticity to, or
transfer ownership of, such Unregistered Notes on the account books maintained
by the Book-Entry Transfer Facility to, or upon the order of, the Company, (ii)
present such Unregistered Notes for transfer of ownership on the books of the
Company or the trustee under the Indenture (the "Trustee"), and (iii) receive
all benefits and otherwise exercise all rights of beneficial ownership of such
Unregistered Notes, all in accordance with the terms of and conditions of the
Exchange Offer as described in the Prospectus.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Unregistered Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Unregistered Notes, and that, when the same are accepted for exchange,
the Company will acquire good and unencumbered title to the tendered
Unregistered Notes,
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free and clear of all liens, restrictions, charges and encumbrances and not
subject to any adverse claim or right. The undersigned also warrants that it
will, upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable to complete the
exchange, assignment and transfer of the Unregistered Notes tendered hereby or
transfer ownership of such Unregistered Notes on the account books maintained by
the Book-Entry Transfer Facility.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "The Exchange Offer--Conditions." The undersigned
recognizes that as a result of these conditions (which may be waived by the
Company, in whole or in part at any time or from time to time in the sole
discretion of the Company), as more particularly set forth in the Prospectus,
the Company may not be required to exchange any of the Unregistered Notes
tendered hereby and, in such event, the Unregistered Notes not exchanged will be
returned to the undersigned at the address shown above.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO PURCHASED
UNREGISTERED NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT OR TO ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED
UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT
TENDERED UNREGISTERED NOTES FROM ANY TENDERING HOLDER IF THE COMPANY DETERMINES,
IN ITS REASONABLE DISCRETION, THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION
OF APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder, represents
that, or, if the undersigned is a broker, dealer, commercial bank, trust company
or other nominee, represents that it has received representations from the
beneficial owners of the Unregistered Notes (the "Beneficial Owner") stating
that, (i) the Exchange Notes to be acquired in connection with the Exchange
Offer by the Holder and each Beneficial Owner of the Unregistered Notes are
being acquired by the Holder and each such Beneficial Owner in the ordinary
course of business of the Holder and each such Beneficial Owner, (ii) the Holder
and each such Beneficial Owner are not engaged in, do not intend to engage in,
and have no arrangement or understanding with any person to participate in, a
distribution (within the meaning of the Securities Act) of the Exchange Notes,
(iii) the Holder and each Beneficial Owner acknowledge and agree that any person
participating in the Exchange Offer for the purpose of distributing the Exchange
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the
Exchange Notes acquired by such person and cannot rely on the position of the
staff of the Securities and Exchange Commission set forth in the no-action
letters that are discussed in the Prospectus under the caption "The Exchange
Offer--Resale of the Exchange Notes" and may only sell the Exchange Notes
acquired by such person pursuant to a registration statement containing the
selling security holder information required by Item 507 of Regulation S-K under
the Securities Act, (iv) if the Holder is a broker-dealer that acquired
Unregistered Notes as a result of market-making or other trading activities, it
will deliver a prospectus in connection with any resale of Exchange Notes
acquired in the Exchange Offer (but 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) and (v) neither the
Holder nor any such Beneficial Owner is an "affiliate," as defined under Rule
405 of the Securities Act, of the Company or is a broker-dealer who purchased
Unregistered Notes directly from the Company for resale pursuant to Rule 144A
under the Securities Act.
EACH BROKER-DEALER WHO ACQUIRED UNREGISTERED NOTES FOR ITS OWN ACCOUNT
AS A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH UNREGISTERED NOTES AND
EXECUTING THIS LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM
THE COMPANY OF THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH
MAKES ANY STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS
UNTRUE IN ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OF CERTAIN
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OTHER EVENTS SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF EXCHANGE NOTES PURSUANT TO THE PROSPECTUS
UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR SUPPLEMENTED
PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS GIVEN NOTICE
THAT THE SALE OF THE EXCHANGE NOTES MAY BE RESUMED, AS THE CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE
CAPTION "FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE IN
CONNECTION WITH RESALES OF THE EXCHANGE NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS
UNREGISTERED NOTES AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING
BROKER-DEALER AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR
THE EXCHANGE AGENT WHEN IT HAS SOLD ALL OF ITS EXCHANGE NOTES. IF NO
PARTICIPATING BROKER-DEALERS CHECK SUCH BOX, OR IF ALL PARTICIPATING
BROKER-DEALERS WHO HAVE CHECKED SUCH BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE
EXCHANGE AGENT THAT ALL THEIR EXCHANGE NOTES HAVE BEEN SOLD, THE COMPANY WILL
NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION
STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT PROVIDE ANY HOLDERS WITH ANY
NOTICES TO SUSPEND OR RESUME USE OF THE PROSPECTUS.
The undersigned understands that tenders of the Unregistered Notes
pursuant to any one of the procedures described under "The Exchange
Offer--Procedures for Tendering" in the Prospectus and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Company in accordance with the terms and subject to the conditions of the
Exchange Offer. All authority herein conferred or agreed to be conferred by this
Letter of Transmittal and every obligation of the undersigned hereunder shall be
binding upon the heirs, legal representatives, successors and assigns,
executors, administrators and trustees in bankruptcy of the undersigned and
shall survive the death or incapacity of the undersigned. Tendered Unregistered
Notes may be withdrawn at any time prior to the Expiration Date in accordance
with the terms of the Exchange Offer.
The undersigned also understands and acknowledges that the Company
reserves the right in its sole discretion to purchase or make offers for any
Unregistered Notes that remain outstanding subsequent to the Expiration Date in
the open market, in privately negotiated transactions, through subsequent
exchange offers or otherwise. The terms of any such purchases or offers could
differ from the terms of the Exchange Offer.
The undersigned understands that the delivery and surrender of the
Unregistered Notes is not effective, and the risk of loss of the Unregistered
Notes does not pass to the Exchange Agent, until receipt by the Exchange Agent
of this Letter of Transmittal, or a manually signed facsimile hereof, properly
completed and duly executed, with any required signature guarantees, together
with all accompanying evidences of authority and any other required documents in
form satisfactory to the Company. All questions as to form of all documents and
the validity (including time of receipt) and acceptance of tenders and
withdrawals of Unregistered Notes will be determined by the Company, in its sole
discretion, which determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby requests that any Unregistered Notes
representing principal amounts not tendered or not accepted for exchange be
issued in the name(s) of the undersigned and that Exchange Notes be issued in
the name(s) of the undersigned (or, in the case of Unregistered Notes delivered
by book-entry transfer, by credit to the account at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated herein in the box entitled
"Special Delivery Instructions," the undersigned hereby requests that any
Unregistered Notes representing principal amounts not tendered or not accepted
for exchange and certificates for Exchange Notes be delivered to the undersigned
at the address(es) shown above. In the
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event that the "Special Issuance Instructions" box or the "Special Delivery
Instructions" box is, or both are, completed, the undersigned hereby requests
that any Unregistered Notes representing principal amounts not tendered or not
accepted for exchange be issued in the name(s) of, certificates for such
Unregistered Notes be delivered to, and certificates for Exchange Notes be
issued in the name(s) of, and be delivered to, the person(s) at the address(es)
so indicated, as applicable. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" box or "Special
Delivery Instructions" box to transfer any Unregistered Notes from the name of
the registered Holder(s) thereof if the Company does not accept for exchange any
of the principal amount of such Unregistered Notes so tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF UNREGISTERED NOTES
REGARDLESS OF WHETHER UNREGISTERED NOTES ARE BEING
PHYSICALLY
DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of
Unregistered Notes exactly as their name(s) appear(s) on
certificate(s) for Unregistered Notes or, if delivered by a
participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner
of Unregistered Notes, or by person(s) authorized to become Holder(s)
by endorsements and documents transmitted with this Letter of
Transmittal. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must set forth his
or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority so to act. See
Instruction 4 below.
If the signature appearing below is not of the record holder(s)
of the Unregistered Notes, then the record holder(s) must sign a valid
bond power.
X ___________________________________________
X ____________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date: , 2003
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Name(s):
(PLEASE PRINT)
Capacity:
Address:
(INCLUDING ZIP CODE)
Area Code and Telephone No.:
9
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
MEDALLION SIGNATURE GUARANTEE
(SEE INSTRUCTION 4 BELOW)
Certain Signatures Must Be Guaranteed
by an Eligible Institution
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
(Address (Including Zip Code)
and Telephone Number
(Including Area Code) of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Dated: , 2003
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7)
To be completed ONLY if certificates for Unregistered Notes in a principal
amount not tendered or not accepted for exchange are to be issued in the name
of, or certificates for Exchange Notes are to be issued to the order of, someone
other than the person or persons whose signature(s) appear(s) within this Letter
of Transmittal.
Issue: Unregistered Notes []
Exchange Notes []
(check as applicable)
Name:
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(PLEASE PRINT)
Address:
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(ZIP CODE)
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(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
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Credit Unregistered Notes not exchanged and delivered by book entry
transfer to the Book Entry Transfer Facility account set below:
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(BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
Credit Exchange Notes to the Book Entry Transfer Facility account set
below:
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(BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if certificates for Unregistered Notes in a
principal amount not accepted for exchange or certificates for
Exchange Notes are to be sent to someone other than the person or
persons whose signature(s) appear(s) within this Letter of Transmittal
or to an address different from that shown in the box entitled
"Description of Unregistered Notes" within the Letter of Transmittal.
Deliver: Unregistered Notes [ ]
Exchange Notes [ ]
check as applicable)
Name: -------------------------------------------------------------
(PLEASE PRINT)
Address: -------------------------------------------------------------
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(ZIP CODE)
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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 FOR UNREGISTERED
NOTES OR BOOK-ENTRY CONFIRMATIONS; WITHDRAWAL OF TENDERS.
To tender Unregistered Notes in the Exchange Offer, physical delivery of
certificates for Unregistered Notes or confirmation of a book-entry transfer
into the Exchange Agent's account with a Book-Entry Transfer Facility of
Unregistered Notes tendered electronically, as well as a properly completed and
duly executed copy or manually signed facsimile of this Letter of Transmittal,
or in the case of a book-entry transfer, an Agent's Message, and any other
documents required by this Letter of Transmittal, must be received by the
Exchange Agent at its address set forth herein prior to the Expiration
Date. Tenders of Unregistered Notes in the Exchange Offer may be made prior to
the Expiration Date in the manner described in the preceding sentence and
otherwise in compliance with this Letter of Transmittal. THE METHOD OF DELIVERY
OF THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR UNREGISTERED NOTES AND ALL OTHER
REQUIRED DOCUMENTS TO THE EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY
ACCEPTANCE OF AN AGENT'S MESSAGE
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TRANSMITTED THROUGH ATOP, IS AT THE ELECTION ND RISK OF THE HOLDER TENDERING
UNREGISTERED NOTES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE
HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND
THAT SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO
ALTERNATIVE, CONDITIONAL OR CONTINGENT TENDERS OF UNREGISTERED NOTES WILL BE
ACCEPTED. A tender will be deemed to have been received as of the date when the
tendering Holder's properly completed and duly signed Letter of Transmittal
accompanied by the Unregistered Notes (or book-entry confirmation) is received
by the Exchange Agent. THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE
UNREGISTERED NOTES AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE
EXCHANGE AGENT, NOT TO THE COMPANY, THE TRUSTEE OR DTC.
Unregistered Notes tendered pursuant to the Exchange Offer may be withdrawn
at any time prior to the Expiration Date. In order to be valid, notice of
withdrawal of tendered Unregistered Notes must comply with the requirements set
forth in the Prospectus under the caption "The Exchange Offer--Withdrawal of
Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Unregistered Notes pursuant to the Exchange
Offer and (i) certificates representing such Unregistered Notes are not lost but
are not immediately available, (ii) time will not permit this Letter of
Transmittal, certificates representing such Holder's Unregistered Notes and all
other required documents to reach the Exchange Agent prior to the Expiration
Date or (iii) the procedures for book-entry transfer cannot be completed prior
to the Expiration Date, such Holders may effect a tender of Unregistered Notes
in accordance with the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an eligible institution, as
defined in the Prospectus;
(ii) prior to the Expiration Date, the Exchange Agent must have
received from such Eligible Institution, at the address set forth on
the cover of this Letter of Transmittal, a properly completed and
validly executed Notice of Guaranteed Delivery (by manually signed
facsimile transmission, mail or hand delivery) in substantially the
form provided with the Prospectus, setting forth the name(s) and
address(es) of the registered Holder(s) and the series and principal
amount of Unregistered Notes being tendered and stating that the tender
is being made thereby and guaranteeing that, within three New York
Stock Exchange ("NYSE") trading days from the date of the Notice of
Guaranteed Delivery, the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, or, in the
case of a book-entry transfer, an Agent's Message, together with
certificates representing the Unregistered Notes (or confirmation of
book-entry transfer of such Unregistered Notes into the Exchange
Agent's account at the Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and the instructions
thereto, will be deposited by such Eligible Institution with the
Exchange Agent; and
(iii) the Exchange Agent must have received this Letter of Transmittal
(or a manually signed facsimile thereof), properly completed and
validly executed with any required signature guarantees or, in the case
of a book- entry transfer, an Agent's Message, together with
certificates for all Unregistered Notes in proper form for transfer (or
a book-entry confirmation with respect to all tendered Unregistered
Notes), and any other required documents within three NYSE trading days
after the date of such Notice of Guaranteed Delivery.
3. PARTIAL TENDERS.
If less than the entire principal amount of any Unregistered Notes
evidenced by a submitted certificate is tendered, the tendering Holder must fill
in the principal amount tendered in the last column of the box entitled
"Description of Unregistered Notes" herein. The entire principal amount
represented by
12
the certificates for all Unregistered Notes delivered to the Exchange Agent will
be deemed to have been tendered, unless otherwise indicated. The entire
principal amount of all Unregistered Notes not tendered or not accepted for
exchange will be sent (or, if tendered by book-entry transfer, returned by
credit to the account at the Book-Entry Transfer Facility designated herein) to
the Holder unless otherwise provided in the "Special Issuance Instructions" or
"Special Delivery Instructions" boxes of this Letter of Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the
Unregistered Notes tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificate(s) without alteration,
enlargement or any change whatsoever. If this Letter of Transmittal is signed by
a participant in the Book-Entry Transfer Facility whose name is shown as the
owner of the Unregistered Notes tendered hereby, the signature must correspond
with the name shown on the security position listing as the owner of the
Unregistered Notes.
If any of the Unregistered Notes tendered hereby are registered in the
name of two or more Holders, all such Holders must sign this Letter of
Transmittal. If any tendered Unregistered Notes are registered in different
names on several certificates, it will be necessary to complete, sign and submit
as many separate copies of this Letter of Transmittal and any necessary
accompanying documents as there are different names in which certificates are
held.
If this Letter of Transmittal or any certificates for Unregistered Notes
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
proper evidence satisfactory to the Company of their authority so to act must be
submitted with this Letter of Transmittal.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS NOT
THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND POWER,
WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT IN A
RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE GUARANTOR").
No signature guarantee is required if (i) this Letter of Transmittal is
signed by the registered Holder(s) of the Unregistered Notes tendered herewith
(or by a participant in the Book-Entry Transfer Facility whose name appears on a
security position listing as the owner of Unregistered Notes) and certificates
for Exchange Notes or for any Unregistered Notes for principal amounts not
tendered or not accepted for exchange are to be issued, directly to such
Holder(s) or, if tendered by a participant in the Book-Entry Transfer Facility,
any Unregistered Notes for principal amounts not tendered or not accepted for
exchange are to be credited to such participant's account at the Book-Entry
Transfer Facility and neither the "Special Issuance Instructions" box nor the
"Special Delivery Instructions" box of this Letter of Transmittal has been
completed or (ii) such Unregistered Notes are tendered for the account of an
Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES ON LETTERS OF
TRANSMITTAL ACCOMPANYING UNREGISTERED NOTES MUST BE GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR. In all such other cases (including if this Letter of
Transmittal is not signed by the Holder), the Holder must either properly
endorse the certificates for Unregistered Notes tendered or transmit a separate
properly completed bond power with this Letter of Transmittal (in either case,
executed exactly as the name(s) of the registered Holder(s) appear(s) on such
Unregistered Notes, and, with respect to a participant in a Book-Entry Transfer
Facility whose name appears on a security position listing as the owner of
Unregistered Notes, exactly as the name(s) of the participant(s) appear(s) on
such security position listing), with the signature on the endorsement or bond
power guaranteed by a Medallion Signature Guarantor, unless such certificates or
bond powers are executed by an Eligible Institution.
Endorsements on certificates for Unregistered Notes and signatures on bond
powers provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion Signature
Guarantor.
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5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the name
and address to which Unregistered Notes for principal amounts not tendered or
not accepted for exchange or certificates for Exchange Notes, if applicable, are
to be sent or issued, if different from the name and address of the Holder
signing this Letter of Transmittal. In the case of payment to a different name,
the taxpayer identification or social security number of the person named must
also be indicated. If no instructions are given, Unregistered Notes not tendered
or not accepted for exchange will be returned, and certificates for Exchange
Notes will be sent, to the Holder of the Unregistered Notes tendered.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with the
Holder's social security or Federal employer identification number, on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box in Part
III on Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 30%
Federal backup withholding tax on any payment made to the Holder with respect to
the Exchange Offer. The box in Part I of the form should be checked if the
tendering or consenting Holder has not been issued a Taxpayer Identification
Number ("TIN") and has either applied for a TIN or intends to apply for a TIN in
the near future. If the box in Part I is checked the Holder should also sign the
attached Certification of Awaiting Taxpayer Identification Number. If the
Exchange Agent is not provided with a TIN within 60 days thereafter, the
Exchange Agent will withhold 30% on all such payments of the Exchange Notes
until a TIN is provided to the Exchange Agent.
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and
transfer of Unregistered Notes pursuant to the Exchange Offer, except if (i)
deliveries of certificates for Unregistered Notes for principal amounts not
tendered or not accepted for exchange are registered or issued in the name of
any person other than the Holder of Unregistered Notes tendered thereby, (ii)
tendered certificates are registered in the name of any person other than the
person signing this Letter of Transmittal or (iii) a transfer tax is imposed for
any reason other than the exchange of Unregistered Notes pursuant to the
Exchange Offer. 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.
8. IRREGULARITIES.
All questions as to the form of all documents and the validity (including
time of receipt) and acceptance of all tenders and withdrawals of Unregistered
Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding. Alternative, conditional or contingent
tenders of Unregistered Notes will not be considered valid. The Company reserves
the absolute right to reject any and all tenders of Unregistered Notes that are
not in proper form or the acceptance of which, in the Company's opinion, would
be unlawful. The Company also reserves the right to waive any of the conditions
of the Exchange Offer or any defect or irregularities in tenders of any
particular holder whether or not similar defects or irregularities are waived in
the case of other holders. The Company's interpretations of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding. Any defect or irregularity in connection
with tenders of Unregistered Notes must be cured within such time as the Company
determines, unless waived by the Company. Tenders of Unregistered Notes shall
not be deemed to have been made until all defects or irregularities have been
waived by the Company or cured. A defective tender (which defect is not waived
by the Company or cured by the Holder) will not constitute a valid tender of
Unregistered Notes and will not entitle the Holder to Exchange Notes. None of
the Company, the Trustee, the Exchange Agent or any other person will be under
any duty to give notice of any defect or irregularity in any tender or
withdrawal of any Unregistered Notes, or incur any liability to Holders for
failure to give any such notice.
9. WAIVER OF CONDITIONS.
The Company reserves the right, in its sole discretion, to amend or waive,
in whole or in part and at any time or from time to time, any of the conditions
to the Exchange Offer.
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10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR UNREGISTERED NOTES.
Any Holder whose certificates for Unregistered Notes have been mutilated,
lost, stolen or destroyed should write to or telephone the Trustee at the
address or telephone number set forth on the front cover of this Letter of
Transmittal for the Exchange Agent.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Unregistered Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or other documents may be
directed to the Exchange Agent, whose address and telephone number appear above.
IMPORTANT TAX INFORMATION
Under federal income tax laws, a Holder who tenders Unregistered Notes
prior to receipt of the Exchange Notes is required to provide the Exchange Agent
with such Holder's correct TIN on the Substitute Form W-9 below or otherwise
establish a basis for exemption from backup withholding. If such Holder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, a $50 penalty may be imposed by the IRS
and payments, including any Exchange Notes, made to such Holder with respect to
Unregistered Notes exchanged pursuant to the Exchange Offer may be subject to
backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8BEN, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8BEN can be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Holders are urged to consult their own tax advisors to
determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to withhold
30% of any payments made to the Holder or other payee. Backup withholding is not
an additional Federal income tax. Rather, the Federal income tax liability of
persons 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 from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any Exchange Notes,
made with respect to Unregistered Notes exchanged pursuant to the Exchange
Offer, the Holder is required to provide the Exchange Agent with (i) the
Holder's correct TIN by completing the form below, certifying that the TIN
provided on the Substitute Form W-9 is correct (or that such Holder is awaiting
a TIN) and that (A) such Holder is exempt from backup withholding, (B) the
Holder has not been notified by the IRS that the Holder is subject to backup
withholding as a result of failure to report all interest or dividends or (C)
the IRS has notified the Holder that the Holder is no longer subject to backup
withholding and (ii) if applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g., social
security number or employer identification number) of the registered Holder. If
the Unregistered Notes are held in more than one name or are held 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.
15
<Table>
- --------------------------------------------------------------------------------------------
PAYER'S NAME: SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP
- --------------------------------------------------------------------------------------------
SUBSTITUTE PAYEE INFORMATION
FORM W-9 (PLEASE PRINT OR TYPE)
DEPARTMENT Individual or business name (if joint account, list first
OF and circle the name of person or entity whose number you
THE furnish in Part 1 below):
TREASURY
INTERNAL ------------------------------------------------------------------------
REVENUE
SERVICE Check appropriate
box:[] Individual/Sole proprietor [] Corporation [] Partnership [] Other
------------------------------------------------------------------------
ADDRESS (NUMBER, STREET, AND APT. OR SUITE NO.):
REQUEST
FOR
TAXPAYER
IDENTIFICATION ------------------------------------------------------------------------
NUMBER
AND CERTIFICATION CITY, STATE, AND ZIP CODE:
------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION SOCIAL SECURITY NUMBER:
NUMBER ("TIN")
Enter your TIN at right. For individuals, this ------------------------
is your social security number. For other APPLIED FOR []
entities, it is your employer identification
number. Refer to the chart on page 1 of the
Guidelines for Certification of Taxpayer EMPLOYER IDENTIFICATION
Identification Number on Substitute Form W-9 NUMBER:
(the "Guidelines")for further clarification.
If you do not have a TIN, see instructions on ------------------------
how to obtain a TIN on page 2 of the
Guidelines, check the box at right indicating
that you have applied for a TIN and, in
addition to the Part III Certification, sign the
attached Certification of Awaiting Taxpayer
Identification Number.
------------------------------------------------------------------------
PART II PAYEES EXEMPT FROM BACKUP WITHHOLDING
Check box. (See page 2 of the Guidelines for further clarification. Even
if you are exempt from backup withholding, you should still complete and
sign the certification below):
[] EXEMPT
------------------------------------------------------------------------
PART III CERTIFICATION
Certification Instructions: You must cross out item 2 below if you have
been notified by the Internal Revenue Service (the "IRS") that you are
currently subject to backup withholding because of underreporting
interest or dividends on your tax return (See page 2 of the Guidelines
for further clarification). Under penalties of perjury, I certify that:
16
1. The number shown on this form is my correct taxpayer
identification number (or I am waiting for a number to
be issued to me), and
2. I am not subject to backup withholding because: (a) I am
exempt from backup withholding, (b) I have not been
notified by 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, and
3. I am a U.S. person (including a U.S. resident alien).
SIGNATURE: DATE:
------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 30% OF ANY PAYMENT MADE 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.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE
BOX "APPLIED FOR" IN PART I OF SUBSTITUTE FORM W-9
- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been
issued to me, and either (a) I have mailed or delivered an application to
receive a TIN to the appropriate IRS Service Center or Social Security
Administration Office, or (b) I intend to mail or deliver an application
in the near future. I understand that I must provide a TIN to the payer
within 60 days of submitting this Substitute Form W-9 and that if I do not
provide a TIN to the payer within 60 days, the payer is required to
withhold 30% of all reportable payments thereafter to me until I furnish
the payer with a TIN.
---------------------------- ------------------------------
SIGNATURE DATE
- --------------------------------------------------------------------------------
17