LETTER OF TRANSMITTAL
TO TENDER
11 1/8% SENIOR NOTES DUE 2003
PURSUANT TO THE EXCHANGE OFFER
DATED MAY 19, 1994
of
M.D.C. HOLDINGS, INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., JUNE 20, 1994,
NEW YORK CITY TIME, UNLESS EXTENDED
The Exchange Agent will be First Bank National Association, whose mailing
address, facsimile number and telephone number are as follows:
By Hand or Overnight Express: By Mail: [/R]
First Bank National Association
180 E. Fifth Street First Bank National
Association
3rd Floor, Bond Drop Window
P.O. Box 64485
St. Paul, Minnesota 55101
180 E. Fifth Street
Attn: Specialized Finance St. Paul, Minnesota 55164-
0485 [/R]
Attn: Specialized Finance
By Facsimile:
(612) 244-1145
By telephone:
(612) 244-0444
DESCRIPTION OF SECURITIES TENDERED
NAME AND ADDRESS OF REGISTERED HOLDER AS IT CERTIFICATE PRINCIPAL
APPEARS ON THE 11 1/8% SENIOR NOTES DUE 2003 NUMBER(S) OF AMOUNT OF OLD
("OLD NOTES") OLD NOTES NOTES
TRANSMITTED TRANSMITTED
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$
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NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING
INSTRUCTIONS CAREFULLY.
Gentlemen:
1. The undersigned hereby tenders to M.D.C. HOLDINGS, INC., a Delaware
corporation (the "Company"), the above-described 11 1/8% Senior Notes due 2003
(the "Old Notes") pursuant to the Company's offer of $1,000 principal amount of
Series B 11 1/8% Senior Notes due 2003 (the "New Notes") in exchange for each
$1,000 principal amount of Old Notes, upon the terms and subject to the
conditions contained in the Registration Statement on From S-4, as amended,
filed by the Company and its Subsidiaries named on the cover thereof
(collectively, the "Registrants") with the Securities and Exchange Commission
(the "Registration Statement") and the accompanying Prospectus dated May 19,
1994 (the "Prospectus"), receipt of which is hereby acknowledged.
2. The undersigned hereby represents and warrants that it has full authority
to tender the Old Notes described above. The undersigned will, upon request,
execute and deliver any additional documents deemed by the Company to be
necessary or desirable to complete the tender of Old Notes.
3. The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and the Company as to the terms and conditions set
forth in the Prospectus.
4. The undersigned hereby represents and warrants that (i) it is acquiring
the New Notes in the ordinary course of its business, (ii) it is not engaged
in, and does not intend to engage in, a distribution of the New Notes within
the meaning of the Securities Act of 1933, as amended (the "Securities Act")
and has no arrangement or understanding with any person to participate in any
such distribution of the New Notes, and (iii) that it is not an affiliate of
any Registrant. The undersigned also represents and warrants that if it is a
broker-dealer, the Old Notes to be exchanged for New Notes were acquired as a
result of market making activities or other trading activities and that the
undersigned will deliver a prospectus in connection with any resale of any New
Notes. By so acknowledging, the undersigned shall not be deemed to admit that,
by delivering a prospectus, it is an "underwriter" within the meaning of the
Securities Act or that the undersigned is required to deliver a prospectus in
connection with any resale of New Notes.
5. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and
legal and personal representatives of the undersigned.
[_]
CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
Name: _____________________________________________________________________
Address: __________________________________________________________________
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SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the New Notes are to be sent to someone other than
the undersigned or to the undersigned at an address other than that provided
above.
Mail to:
Name ___________________________________________________________________________
(Please Print)
Address ________________________________________________________________________
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(Include Zip Code)
SIGNATURE
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(Name of Registered Holder)
By:
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Name:
Title:
Date: __________________________________________________________________________
(Must be signed by registered holder exactly as name appears on Old Notes. If
signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, please set forth full title.) (See Instruction 3)
Address ________________________________________________________________________
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Telephone No. __________________________________________________________________
Taxpayer Identification No. ____________________________________________________
Signature Guaranteed By: _______________________________________________________
(See Instruction 1)
Title:
Name of Institution: ___________________________________________________________
Address: _______________________________________________________________________
Date: __________________________________________________________________________
PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS LETTER OF
TRANSMITTAL.
INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must be
guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or
by a commercial bank or trust company having an office in the United States (an
"Eligible Institution") unless (i) the "Special Issuance and Delivery
Instructions" above have not been completed or (ii) the Old Notes described
above are tendered for the account of an Eligible Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. The Old Notes, together
with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), should be mailed or delivered to the Exchange Agent at the
address set forth above.
The method of delivery of Old Notes and other documents is at the election
and risk of their respective holder. IF DELIVERY IS BY MAIL, REGISTERED MAIL
(WITH RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If this
Letter of Transmittal is signed by a person other than a registered holder of
any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, in either case signed exactly as the name or names of the
registered holder or holders appear on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must
be submitted.
4. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be resolved by the Company, whose determination will be final and binding.
The Company reserves the absolute right to reject any or all tenders that are
not in proper form or the acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretation of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Unless waived, any irregularities in connection with tenders or
consents must be cured within such time as the Company shall determine. Neither
the Company nor the Exchange Agent shall be under any duty to give notification
of defects in such tenders or shall incur liabilities for failure to give such
notification. Tenders of Old Notes will not be deemed to have been made until
such irregularities have been cured or waived. Any Old Notes received by the
Exchange Agent that are not properly tendered and as to which the
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendered holder thereof.