EXHIBIT 4.8
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
8% SENIOR NOTES DUE 2008
IN EXCHANGE FOR
8% SERIES A SENIOR NOTES DUE 2008
OF
STANDARD PACIFIC CORP.
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THIS EXCHANGE OFFER WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON _________, 1998, UNLESS EXTENDED
The Exchange Agent is United States Trust Company of New York, whose
mailing address, facsimile number and telephone number are as follows:
By Hand up to 4:30 PM: By Overnight Courier and by Hand after 4:30 PM:
United States Trust Company of New York United States Trust Company of New York
111 Broadway 770 Broadway, 13th Floor
Lower Level New York, New York 10003
Attn: Corporate Trust Services Attn: Corporate Trust Services
New York, New York 10006
By Facsimile:
United States Trust Company of New York
Fax: (212) 780-0592
Confirm by Telephone: (800) 548-6565
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 does not constitute a valid delivery.
This Letter of Transmittal is to be completed by holders of 8% Senior
Notes due 2008 (the "Old Notes") either if Old Notes are to be forwarded
herewith or if tenders of Old Notes are to be made by book-entry transfer to an
account maintained by United States Trust Company of New York (the "Exchange
Agent") at The Depository Trust Company (the "DTC") pursuant to the procedures
set forth in "THE EXCHANGE OFFER--Procedures for Tendering" in the Prospectus
(as defined herein).
Holders of Old Notes whose certificates (the "Certificates") for such
Old Notes are not immediately available or who cannot deliver their Certificates
and all other required documents to the Exchange Agent on or prior to the
Expiration Date (as defined in the Prospectus) or who cannot complete the
procedures for book-entry transfer on a timely basis, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "THE EXCHANGE
OFFER--Procedures for Tendering" in the Prospectus.
If any tendered Old Notes are not exchanged pursuant to the Exchange
Offer for any reason, or if Certificates are submitted for more Old Notes than
are tendered or accepted for exchange, Certificates for such nonexchanged or
nontendered Old Notes will be returned (or, in the case of Old Notes tendered by
book-entry transfer, such Old Notes will be credited to an account maintained at
DTC), without expenses to the tendering holder promptly following the Expiration
Date (as defined in the Prospectus).
DELIVERY OF DOCUMENTS TO THE DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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The undersigned has completed the appropriate boxes below and signed
this Letter of Transmittal to indicate the action the undersigned desires to
take with respect to the Exchange Offer.
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DESCRIPTION OF SECURITIES TENDERED
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NAME AND ADDRESS OF REGISTERED HOLDER AS IT
APPEARS ON THE PRIVATELY PLACED 8% CERTIFICATE NUMBER(S) OF OLD PRINCIPAL AMOUNT OF OLD
SENIOR NOTES DUE 2008 ("OLD NOTES") NOTES TRANSMITTED NOTES TRANSMITTED
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(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution______________________________________________
Account Number_____________________________________________________________
Transaction Code Number____________________________________________________
[_] CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF
TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s)_______________________________________________
Window Ticket Number (if any)______________________________________________
Date of Execution of Notice Guaranteed Delivery____________________________
Name of Institution which Guaranteed Delivery______________________________
If Guaranteed Delivery is to be made By Book-Entry Transfer:
Name of Tendering Institution______________________________________________
Account Number_____________________________________________________________
Transaction Code Number____________________________________________________
[_] CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND ANY NON-EXCHANGED OLD
NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE.
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Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal
amount of privately placed 8% Senior Notes Due 2008 (the "Old Notes") for a like
principal amount of 8% Series A Senior Notes Due 2008 (the "Notes") of Standard
Pacific Corp., a Delaware corporation (the "Company"), upon the terms and
subject to the conditions contained in the Registration Statement on Form S-4
filed by the Company with the Securities and Exchange Commission (the
"Registration Statement") and the accompanying Prospectus dated ___________,
1998 included therein (the "Prospectus"), receipt of which is hereby
acknowledged.
2. The undersigned hereby acknowledges and agrees that the Notes
will bear interest from the most recent date to which interest has been paid on
the Old Notes or, if no interest has been paid on the Old Notes, from February
10, 1998. Accordingly, the undersigned will forgo accrued but unpaid interest
on his, her or its Old Notes that are exchanged for Notes, but will receive
such interest under the Notes.
3. The undersigned hereby represents and warrants that he, she or 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 exchange of the Old Notes.
4. 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.
5. The undersigned hereby represents and warrants that the
undersigned (i) is not an affiliate of the Company within the meaning of Rule
405 of the Securities Act of 1933, as amended (the "Securities Act") and (ii) is
acquiring the Notes in the ordinary course of the business of the undersigned
and, if the undersigned is not a broker-dealer, that the undersigned is not
engaged in, and does not intend to engage in, a distribution of the Notes.
6. If the undersigned is a broker-dealer, (i) it hereby represents
and warrants that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of the Notes received hereby.
Neither the acknowledgment contained in the foregoing sentence nor the delivery
of such a prospectus shall be deemed an admission that the undersigned is an
"underwriter" within the meaning of the Securities Act.
7. 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.
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SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the Notes are to be issued in the name of
someone other than the undersigned or are to be sent to someone other than the
undersigned or to the undersigned at an address other than that provided above:
Name____________________________________________________________________________
(PLEASE PRINT)
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Telephone No.:__________________________________________________________________
(INCLUDE AREA CODE)
Mail to:
Name____________________________________________________________________________
(PLEASE PRINT)
Address_________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(INCLUDE ZIP CODE)
Telephone No.:__________________________________________________________________
(INCLUDE AREA CODE)
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SIGNATURE
________________________________________________________________________________
(NAME OF REGISTERED HOLDER)
By:_____________________________________________________________________________
Name:___________________________________________________________________________
Title:__________________________________________________________________________
(Must be signed by registered holder exactly as name appears on
Certificates for Old Notes or on the register of holders of Old Notes maintained
by United States Trust Company of New York, as trustee for the Old Notes (the
"Trustee"), or any person(s) authorized to become the registered holder(s) of
the Old Notes by endorsements and documents transmitted herewith (including such
opinions of counsel, certifications and other information as may be required by
the Trustee to comply with the restrictions on transfer applicable to the 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:________________________________________________________________________
Telephone No.:__________________________________________________________________
(INCLUDE AREA CODE)
Taxpayer Identification No.:____________________________________________________
Signature Guaranteed By:________________________________________________________
(SEE INSTRUCTION 1)
Title:__________________________________________________________________________
Name of Institution:____________________________________________________________
Address_________________________________________________________________________
Telephone No.:__________________________________________________________________
(INCLUDE AREA CODE)
Date:___________________________________________________________________________
PLEASE READ THE INSTRUCTIONS BELOW, WHICH
FORM A PART OF THIS LETTER OF TRANSMITTAL.
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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 which is a member of a recognized Medallion Signature Program
approved by the Securities Transfer Association, Inc. (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. 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--Procedures for Tendering"
in the Prospectus. Certificates, or timely confirmation of a book-entry
transfer of such Old Notes into the Exchange Agent's account at the DTC, as well
as this Letter of Transmittal (or facsimile thereof), properly completed and
duly executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at its address set forth herein on or prior to the Expiration Date. Old Notes
may be tendered in whole or in part in the principal amount of integral
multiples of $1,000.
THE METHOD OF DELIVERY OF OLD NOTES AND OTHER DOCUMENTS IS AT THE
ELECTION AND RISK OF THE RESPECTIVE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED
MAIL (WITH RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to
tender their Old Notes and (i) whose Old Notes are not immediately available, or
(ii) who cannot deliver their Old Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent on or prior to the Expiration Date, or
(iii) who cannot complete the procedures for delivery by book-entry transfer on
a timely basis may effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives
from such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or hand
delivery) substantially in the form made available by the Company; and
(c) Such properly completed and executed Letter of Transmittal
(or facsimile thereof), as well as the Certificate(s) (or a Book-Entry
Confirmation (as defined in the Prospectus)) representing all tendered
Old Notes in proper form for transfer and all other documents required
by the Letter of Transmittal are received by the Exchange Agent within
five New York Stock Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to registered holders who wish to tender their Old Notes according
to the guaranteed delivery procedures set forth above.
4. 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
person 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.
5. EXCHANGE OF OLD NOTES ONLY. Only the above-described Old Notes
may be exchanged for Notes pursuant to the Exchange Offer.
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6. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will
be accepted only in the principal amount of integral multiples of $1,000.
Except as otherwise provided herein, tenders of Old Notes may be
withdrawn at any time on or prior to 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 on or prior to the Expiration Date. Any such notice of withdrawal
must specify the name of the person who tendered the Old Notes to be withdrawn,
the aggregate principal amount of Old Notes to be withdrawn, and (if
Certificates for Old Notes have been tendered) the name of the registered holder
of the Old Notes as set forth on the Certificate for the Old Notes, if different
from that of the person who tendered such Old Notes. If Certificates for the
Old Notes have been delivered or otherwise identified to the Exchange Agent,
then prior to the physical release of such Certificates for the Old Notes, the
tendering holder must submit the serial numbers shown on the particular
Certificates for the Old Notes to be withdrawn and the signature on the notice
of withdrawal must be guaranteed by an Eligible Institution, except in the case
of Old Notes tendered for the account of an Eligible Institution. If Old Notes
have been tendered pursuant to the procedures for book-entry transfer set forth
in the Prospectus under "THE EXCHANGE OFFER--Procedures for Tendering," the
notice of withdrawal must specify the name and number of the account at the DTC
to be credited with the withdrawal of Old 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 Old
Notes may not be rescinded. Old Notes properly withdrawn will not be deemed
validly tendered for purposes of the Exchange Offer, but may be retendered at
any subsequent time on or prior to the Expiration Date by following any of the
procedures described in the Prospectus under "THE EXCHANGE OFFER--Procedures for
Tendering."
7. 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
tendering holder thereof.
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IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Noteholder whose tendered
Old Notes are accepted for payment generally is required to provide the Exchange
Agent (as agent for the payer) with his or her correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If such Old Noteholder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, the Old Noteholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such Old Noteholders with respect to Notes exchanged pursuant to the
Offer may be subject to backup withholding.
Certain Old Noteholders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. Exempt Old Noteholders should indicate their exempt
status on Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, that Old Noteholder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements 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.
If backup withholding applies, the Exchange Agent is required to
withhold 31 percent of any such payments made to the Old Noteholder. Backup
withholding is not an additional 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.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to an Old
Noteholder with respect to Old Notes exchanged pursuant to the Offer, each Old
Noteholder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the Substitute Form W-9 below certifying the TIN provided on
such form is correct (or that such Old Noteholder is awaiting a TIN) and that
(1) the Old Noteholder has not been notified by the Internal Revenue Service
that he, she or it is subject to backup withholding as a result of a failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the Old Noteholder that he, she or it is no longer subject to backup
withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Old Noteholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the Old
Notes. If the Old Notes are 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 guidelines on which
number to report.
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PART 1--PLEASE PROVIDE YOUR TIN IN THE ---------------------------------
BOX AT RIGHT AND CERTIFY BY SIGNING AND Social Security Number
DATING BELOW. OR
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SUBSTITUTE Employer Identification Number
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Form W-9 PART 2--Certificate Under penalties of perjury, I certify that:
Department of the Treasury (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
Internal Revenue Service
(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
PAYER'S REQUEST FOR to backup withholding as a result of a failure to report all interest or dividends or (c)
TAXPAYER IDENTIFICATION the IRS has notified me that I am no longer subject to backup withholding.
NUMBER (TIN)
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 such Item (2).
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Part 3
SIGNATURE:________________________________ DATE:_________________________ Awaiting
TIN [_]
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE 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 CERTIFICATE IF YOU CHECKED THE
BOX IN PART THREE OF SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31 percent of
all reportable payments made to me thereafter will be withheld until I provide a
number.
_______________________________________ _______________________________
Signature Date
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