PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS AND THE
PROXY STATEMENT/PROSPECTUS PRIOR TO MAKING ANY ELECTION
----------------------------------------------------------------------------------------------------
BOX A: DESCRIPTION OF HOMEUSA CERTIFICATE(S) ENCLOSED
(ATTACH ADDITIONAL SHEETS IF NECESSARY.)
SEE INSTRUCTION 1.
----------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS OF REGISTERED HOMEUSA HOLDER(S)
(PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON
CERTIFICATE(S)
(PLEASE PRINT)* CERTIFICATES ENCLOSED
- ------------------------------------------------------------------------------------------------------
NUMBER OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER CERTIFICATE
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------
* Only HomeUSA Certificates registered in a single form may be deposited with
this Form of Election and Letter of Transmittal. If HomeUSA Certificates are
registered in different forms (e.g., John R. Doe and J.R. Doe), it will be
necessary to fill in, sign and submit as many separate Forms of Election and
Letters of Transmittal as there are different registrations of HomeUSA
Certificates. Additional copies of this Form of Election and Letter of
Transmittal may be obtained from the Exchange Agent at the address and
telephone number shown below.
/ / Check here if your HomeUSA Certificate(s) has (have) been lost, stolen or
destroyed and contact the Information Agent immediately. See Instruction 13.
FORM OF ELECTION
AND LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF COMMON STOCK OF
HOMEUSA, INC.
IN CONNECTION WITH THE PROPOSED MERGER OF HOMEUSA, INC. WITH AND INTO
HUSA ACQUISITION COMPANY, A WHOLLY OWNED SUBSIDIARY OF
FLEETWOOD ENTERPRISES, INC.
This Form of Election and Letter of Transmittal is being delivered to you in
connection with the proposed merger (the "MERGER") of HomeUSA, Inc. ("HOMEUSA")
with and into HUSA Acquisition Company ("ACQUISITION SUB"), a wholly owned
subsidiary of Fleetwood Enterprises, Inc. ("FLEETWOOD"), pursuant to that
certain Agreement and Plan of Merger dated as of February 17, 1998 (the "MERGER
AGREEMENT"), by and among Fleetwood, Acquisition Sub and HomeUSA. This Form of
Election and Letter of Transmittal must be completed by registered holders of
shares of HomeUSA common stock, par value $0.01 per share (the "SHARES" or the
"HOMEUSA COMMON STOCK"), that wish to make an election (an "ELECTION") as to the
form of Merger Consideration (as defined below) into which such holder's Shares
will be converted upon consummation of the Merger.
For an Election to be effective, this Form of Election and Letter of
Transmittal, properly completed, together with the certificate(s) representing
shares of HomeUSA Common Stock (each such certificate, a "HOMEUSA CERTIFICATE")
as to which an Election is being made (or guarantee of delivery as provided
herein or affidavit and indemnification regarding the loss, theft or destruction
of such HomeUSA Certificate(s) reasonably acceptable to Fleetwood in accordance
with Instruction 13 below), or the Shares delivered by book-entry transfer to
the Exchange Agent's account at a Book-Entry Transfer Facility (as defined
below), and all other required documents, must be received by the Exchange Agent
prior to 5:00 p.m., New York City time, on August 3, 1998 (the "ELECTION
DEADLINE"). Such Election is subject to the terms, conditions and limitations
set forth in (i) the Merger Agreement, which is
attached as Appendix A to the Proxy Statement/Prospectus, dated July 9, 1998,
relating to the Merger (the "PROXY STATEMENT/PROSPECTUS") and (ii) the
instructions accompanying this Form of Election and Letter of Transmittal (the
"INSTRUCTIONS").
- --------------------------------------------------------------------------------
5:00 P.M., NEW YORK CITY TIME, ON JULY 20, 1998, IS THE ELECTION DEADLINE BY
WHICH DATE A COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL, TOGETHER
WITH ALL REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE EXCHANGE AGENT IN
ORDER FOR ANY ELECTION CONTAINED HEREIN TO BE VALID.
- --------------------------------------------------------------------------------
The tax consequences to holders of HomeUSA Common Stock of the receipt of
different forms of Merger Consideration (as defined below) will differ. For
information as to the federal income tax consequences of the receipt of
different forms of Merger Consideration, see "THE MERGER--Material Federal
Income Tax Considerations" in the Proxy Statement/Prospectus. Holders of HomeUSA
Common Stock also are urged to consult their tax advisors regarding the tax
consequences to them of the Merger and of the receipt of different forms of
Merger Consideration.
IF YOUR HOMEUSA CERTIFICATE(S) HAS (HAVE) BEEN LOST, STOLEN OR DESTROYED AND
YOU REQUIRE ASSISTANCE IN REPLACING IT (THEM), SEE INSTRUCTION 13 TO THIS FORM
OF ELECTION AND LETTER OF TRANSMITTAL. YOU CANNOT SUBMIT AN EFFECTIVE FORM OF
ELECTION AND LETTER OF TRANSMITTAL WITHOUT ATTACHING YOUR HOMEUSA CERTIFICATE(S)
TO THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL OR, ALTERNATIVELY, (1)
DELIVERING THE SHARES BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT
A BOOK-ENTRY TRANSFER FACILITY, (2) SUBMITTING A GUARANTEE OF DELIVERY AS
PROVIDED HEREIN OR (3) SUBMITTING AN AFFIDAVIT AND INDEMNIFICATION REGARDING THE
LOSS, THEFT OR DESTRUCTION OF SUCH HOMEUSA CERTIFICATE(S) REASONABLY ACCEPTABLE
TO FLEETWOOD.
Questions and requests for assistance or additional copies of the Proxy
Statement/Prospectus or this Form of Election and Letter of Transmittal may be
directed to the Information Agent at the address set forth below.
THE INFORMATION AGENT IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
450 W. 33rd Street, 14th Floor
New York, New York, 10001
Bankers & Brokers Call Collect at (212) 273-8080
All Others Call (800) 774-5469
THE EXCHANGE AGENT IS:
BANKBOSTON, N.A.
BY MAIL: BY OVERNIGHT DELIVERY:
BankBoston, N.A. BankBoston, N.A.
Corporate Agency and Corporate Agency and
Reorganization Reorganization
Post Office Box 8029 150 Royall Street
Mail Stop 45-81-40 Mail Stop 45-01-40
Boston, Massachusetts 02266-8029 Canton, Massachusetts 02021
BY HAND DELIVERY: BY FACSIMILE TRANSMISSION:
Securities Transfer & Reporting Services, Inc. (For Eligible Institutions Only)
(STARS) (781) 575-2233 or 2232
1 Exchange Plaza
55 Broadway, 3rd Floor CONFIRM BY TELEPHONE:
New York, New York 10006 (781) 575-3400
TELEPHONIC INQUIRIES/REQUESTS FOR ASSISTANCE:
(781) 575-3400
2
In connection with the Merger, and pursuant to the Merger Agreement, the
undersigned hereby makes the Election set forth herein and surrenders to you, as
exchange agent (the "EXCHANGE AGENT"), for cancellation HomeUSA Certificates
representing each share of the undersigned's HomeUSA Common Stock listed above
in Box A, in exchange for the right to receive (i) a number of shares of
Fleetwood common stock, par value $1.00 per share (including the associated
Series A Junior Participating Preferred Stock Purchase Rights issued pursuant to
the Rights Agreement dated as of November 10, 1988, by and between Fleetwood and
BankBoston, NA, as rights agent) ("FLEETWOOD COMMON STOCK"), determined by
dividing $10.25 (the "PER SHARE CASH AMOUNT") by the average (the "VALUATION
PERIOD STOCK PRICE") of the closing sale prices for a share of Fleetwood Common
Stock on the New York Stock Exchange, Inc. (the "NYSE") for the ten trading day
period ending on July 31, 1998 (i.e., the tenth day prior to the anticipated
closing date of the Merger, August 10, 1998); (ii) in cash, without interest,
the Per Share Cash Amount; or (iii) a combination of shares of Fleetwood Common
Stock and cash equal to the Per Share Cash Amount. Such Election may be to
receive only shares of Fleetwood Common Stock (a "STOCK ELECTION"), only cash (a
"CASH ELECTION"), or a combination of cash and shares of Fleetwood Common Stock
(a "MIXED ELECTION"), in each case subject to the allocation and proration
procedures set forth in the Merger Agreement. Alternatively, the holder may
indicate that such holder has no preference as to the receipt of cash or
Fleetwood Common Stock for such holder's Shares (a "NON-ELECTION"). In addition,
the undersigned understands that Fleetwood will pay cash in lieu of any
fractional shares of Fleetwood Common Stock otherwise issuable in connection
with the Merger, as specified herein. The consideration to be provided in
exchange for each share of HomeUSA Common Stock herein is referred to as "MERGER
CONSIDERATION."
The undersigned understands that the undersigned's Election is subject to
certain terms, conditions and limitations that have been set forth in (i) the
Merger Agreement included as Appendix A to, and described in, the Proxy
Statement/Prospectus (including, but not limited to, the fact that because the
aggregate amount of cash (other than cash paid in lieu of fractional shares of
Fleetwood Common Stock) to be paid in the Merger is limited, a HomeUSA Holder
(as defined below) may not receive exactly the consideration elected in this
Form of Election and Letter of Transmittal) and (ii) the Instructions. Extra
copies of this Form of Election and Letter of Transmittal and the Proxy
Statement/Prospectus may be requested from the Information Agent, at the address
or phone numbers shown above. The filing of this Form of Election and Letter of
Transmittal with the Exchange Agent will constitute acknowledgment of the
undersigned's receipt of the Proxy Statement/Prospectus.
The undersigned hereby represents and warrants that the undersigned is the
registered holder of the Shares represented by the HomeUSA Certificate(s)
surrendered herewith, with good title to the Shares described in Box A above and
full power and authority to sell, assign and transfer such Shares, free and
clear of all liens, claims and encumbrances, and not subject to any adverse
claims (a "HOMEUSA HOLDER").
The undersigned authorizes and instructs you, as Exchange Agent, to deliver
such HomeUSA Certificate(s) to Fleetwood and receive on behalf of the
undersigned, in exchange for the shares of HomeUSA Common Stock represented
thereby, any check for cash or any certificate for shares of Fleetwood Common
Stock issuable in the Merger pursuant to the Merger Agreement. If the HomeUSA
Certificate(s) is (are) not delivered herewith or by book-entry transfer, there
is furnished herewith (i) a guarantee of delivery of such HomeUSA Certificate(s)
from a member of a registered national securities exchange, a member of the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company having an office in the United States (provided below) in accordance
with Instruction 6 or (ii) an affidavit and indemnification regarding the loss,
theft or destruction of such HomeUSA Certificate(s) reasonably acceptable to
Fleetwood in accordance with Instruction 13.
The undersigned understands and acknowledges that all questions as to the
validity, form and eligibility of any Election and surrender of the Shares
hereunder shall be reasonably determined by the Exchange Agent, and such
determination shall be final and binding.
Unless otherwise indicated under "Special Issuance and Payment Instructions"
below, please issue any check and/ or any certificate for shares of Fleetwood
Common Stock issuable in exchange for the Shares represented by the HomeUSA
Certificate(s) submitted hereby in the name of the HomeUSA Holder(s). Similarly,
unless otherwise indicated under "Special Delivery Instructions" below, please
mail any check and/or any certificate for shares of Fleetwood Common Stock
issuable in exchange for the Shares represented by the HomeUSA Certificate(s)
submitted hereby to the registered holder(s) of the Shares at the address shown
above in Box A.
The undersigned will, upon request, execute any additional documents
necessary or desirable to complete the surrender and exchange of such Shares. In
addition, subject to the consummation of the Merger, the undersigned hereby
irrevocably appoints the Exchange Agent as attorney-in-fact for the undersigned
to exercise all authority conferred in this Form of Election and Letter of
Transmittal for the purposes contemplated in the Merger Agreement, and such
authority will be binding on successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned and will survive the
death or incapacity of the undersigned.
3
ELECTION
The appropriate box below must be checked in order to make a Stock Election,
a Cash Election, a Mixed Election or a Non-Election (each as defined above).
FAILURE TO CHECK ANY BOX WILL BE DEEMED A NON-ELECTION.
Because the Merger Agreement requires that at least 51% of the aggregate
Merger Consideration consist of shares of Fleetwood Common Stock, a HomeUSA
Holder may not receive exactly the consideration elected in Box B below. The
determination of whether cash has been oversubscribed and the exact composition
of the Merger Consideration to be received by each HomeUSA Holder will be made
on a date that is within five days before the anticipated closing date of the
Merger (the "CLOSING DATE"), August 10, 1998. The amount of cash and/or the
number of shares of Fleetwood Common Stock that a HomeUSA Holder will receive
will depend on (i) the stated preferences of all HomeUSA Holders on the Forms of
Election and Letters of Transmittal and (ii) the allocation and proration
procedures to be applied under the Merger Agreement if the aggregate number of
shares covered by Cash Elections and the aggregate number of shares covered by
Mixed Elections to be acquired for cash exceed 49% of the aggregate Merger
Consideration (the "MAXIMUM CASH MERGER CONSIDERATION").
HOMEUSA HOLDERS WILL KNOW THE EXACT COMPOSITION OF THE MERGER CONSIDERATION
PAID FOR THEIR SHARES OF HOMEUSA COMMON STOCK ONLY UPON RECEIPT OF THE MERGER
CONSIDERATION PAYABLE TO THEM, WHICH PAYMENT WILL BE ACCOMPANIED BY A BRIEF
EXPLANATION OF THE APPLICATION OF THE ALLOCATION AND PRORATION MECHANISMS
PROVIDED IN THE MERGER AGREEMENT. ABSENT MANIFEST ERROR, ALL DECISIONS BY THE
EXCHANGE AGENT WITH RESPECT TO SUCH PROCESS SHALL BE FINAL AND BINDING.
ALL HOLDERS OF SHARES OF HOMEUSA COMMON STOCK WISHING TO MAKE A STOCK
ELECTION, A CASH ELECTION OR A MIXED ELECTION MUST DELIVER TO THE EXCHANGE AGENT
A PROPERLY COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL AND THE HOMEUSA
CERTIFICATE(S) AS TO WHICH SUCH ELECTION IS BEING MADE (OR GUARANTEE OF DELIVERY
AS PROVIDED HEREIN OR AFFIDAVIT AND INDEMNIFICATION REGARDING THE LOSS, THEFT OR
DESTRUCTION OF SUCH HOMEUSA CERTIFICATES REASONABLY ACCEPTABLE TO FLEETWOOD), OR
DELIVERY OF SUCH CERTIFICATE(S) BY BOOK-ENTRY TRANSFER TO THE EXCHANGE AGENT'S
ACCOUNT AT A BOOK-ENTRY TRANSFER FACILITY, AND ALL OTHER REQUIRED DOCUMENTS
PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 3, 1998. ALL HOLDERS OF SHARES
OF HOMEUSA COMMON STOCK SUBMITTING A FORM OF ELECTION AND LETTER OF TRANSMITTAL
AFTER SUCH ELECTION DEADLINE WILL BE DEEMED TO HAVE MADE A NON-ELECTION,
REGARDLESS OF THE ELECTION SPECIFIED IN BOX B.
BOX B: ELECTION COMPLETE ONE BOX ONLY*
/ / STOCK ELECTION
/ / CASH ELECTION
/ / MIXED ELECTION**
(a) Total Shares Owned (see Box A):______
(b) Number of Shares to be Exchanged for Fleetwood
Common Stock: _______
(c) Number of Shares to be Exchanged for Cash:_______
----------------------------
** Whole Shares only. The sum of the number of Shares identified in
(b) and (c) must equal the total Shares identified in (a).
/ / NON-ELECTION
-------------------------------------------------------------------
* Nominees must use a separate Form of Election and Letter of Transmittal to
make an Election for themselves and on behalf of each beneficial owner of
shares of HomeUSA Common Stock. See the Instructions below.
4
- --------------------------------------------------------------------------------
DELIVERY BY BOOK-ENTRY TRANSFER
See Instruction 1.
/ / Check here if Shares are being delivered by book-entry transfer to the
Exchange Agent's account on one of the book-entry transfer facilities (each,
a "BOOK-ENTRY TRANSFER FACILITY") and complete the following:
Check the box of the applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number:__________________________________
Transaction Code Number:___________
----------------------------------------------------------------------------
YOU WILL BE DEEMED TO HAVE MADE A NON-ELECTION IF:
A. YOU CHECK THE BOX INDICATING A NON-ELECTION ABOVE;
B. NO CHOICE IS INDICATED ABOVE;
C. YOU FAIL TO FOLLOW THE INSTRUCTIONS ON THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL (INCLUDING THE FAILURE TO SUBMIT YOUR HOMEUSA CERTIFICATE(S)) OR
OTHERWISE FAIL TO PROPERLY MAKE AN ELECTION; OR
D. A COMPLETED FORM OF ELECTION AND LETTER OF TRANSMITTAL (INCLUDING SUBMISSION
OF YOUR HOMEUSA CERTIFICATE(S)) IS NOT ACTUALLY RECEIVED BY THE ELECTION
DEADLINE.
In order to receive Merger Consideration, this Form of Election and Letter
of Transmittal must be (i) completed and signed in the space provided in Box C
below and on the Substitute Form W-9 and (ii) mailed or delivered with your
HomeUSA Certificate(s) (or a guarantee of delivery as provided herein or an
affidavit and indemnification regarding the loss, theft or destruction of such
HomeUSA Certificate(s) reasonably acceptable to Fleetwood in accordance with
Instruction 13) to the Exchange Agent at any of the addresses set forth above,
or delivered by book-entry transfer to the Exchange Agent's account at a
Book-Entry Transfer Facility. In order to properly make a Stock Election, a Cash
Election or a Mixed Election, these actions must be taken in a timely fashion
such that the Form of Election and Letter of Transmittal is received by the
Exchange Agent prior to the Election Deadline.
The method of delivery of the Form of Election and Letter of Transmittal,
the HomeUSA Certificate(s) and any other required document is at the election
and risk of the HomeUSA Holder and delivery will be deemed made only when
actually received by the Exchange Agent. The risk of loss of such Shares will
pass only after the Exchange Agent has actually received the Shares. If the
HomeUSA Certificate(s) is (are) sent by mail, it is recommended that it (they)
be sent by registered mail, appropriately insured, with return receipt
requested. In all cases, sufficient time for delivery should be allowed to
ensure timely delivery.
CONSUMMATION OF THE MERGER IS SUBJECT TO APPROVAL BY THE STOCKHOLDERS OF
HOMEUSA AND TO THE SATISFACTION OF CERTAIN OTHER CONDITIONS SET FORTH IN THE
MERGER AGREEMENT. NO PAYMENTS RELATED TO ANY SURRENDER OF HOMEUSA CERTIFICATES
WILL BE MADE PRIOR TO THE EFFECTIVE TIME. IN THE EVENT THAT THE MERGER AGREEMENT
IS TERMINATED, THE EXCHANGE AGENT WILL PROMPTLY RETURN TO YOU THE HOMEUSA
CERTIFICATE(S) PREVIOUSLY SUBMITTED WITH THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL OR DELIVERED TO THE EXCHANGE AGENT BY GUARANTEE OF DELIVERY OR BY
BOOK-ENTRY TRANSFER.
5
- --------------------------------------------------------------------------------
GUARANTEE OF DELIVERY
(TO BE USED ONLY IF CERTIFICATES ARE NOT SURRENDERED HEREWITH)
See Instructions 1 and 6.
The undersigned is a member of a registered national securities exchange, a
member of the National Association of Securities Dealers, Inc., or a commercial
bank or trust company in the United States; and guarantees to deliver to the
Exchange Agent the certificate(s) for shares of HomeUSA Common Stock to which
this Form of Election and Letter of Transmittal relates, duly endorsed in blank
or otherwise in form acceptable for transfer on the books of HomeUSA, no later
than 5:00 p.m., New York City time, on the earlier of (i) the third day after
the Election Deadline and (ii) the eighth NYSE trading day after the date of
execution of such guarantee of delivery. IF YOU COMPLETE THIS GUARANTEE OF
DELIVERY, YOU WILL NEED A SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION. SEE
INSTRUCTION 6.
Dated: ________________
(Firm--Please Print)
Number of Shares:
Check applicable box if Shares will be delivered ________________
by book-entry transfer: (Authorized Signature)
/ / The Depository Trust Company ________________
/ / Philadelphia Depository Trust Company ________________
(Address)
Account Number: ________________
(Area Code and Telephone Number)
Transaction Code Number:________________
- ------------------------------------------------
NOTICE OF DELIVERY UNDER GUARANTEE
(TO BE COMPLETED UPON DELIVERY OF SHARES PURSUANT TO A GUARANTEE OF DELIVERY)
Name(s) of Registered Holder(s):________________
Window Ticket No. (if any):________________
Date of Execution of Guarantee of Delivery:________________
Name of Institution that Provided Guarantee of Delivery:________________
If delivered by Book-Entry Transfer (assuming such procedure is
available), Check Box of Applicable Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Philadelphia Depository Trust Company
Account Number:_____________________ Transaction Code Number:________________
------------------------------------------------------------------------------
6
- --------------------------------------------------------------------------------
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
See Instructions 1, 5, 6, 11 and 12.
To be completed ONLY if the certificate representing shares of Fleetwood
Common Stock or the check representing cash or the cash in lieu of fractional
shares, as the case may be, is to be issued in the name of and mailed to someone
other than the undersigned. NOTE: THE PERSON NAMED IN THESE SPECIAL ISSUANCE AND
PAYMENT INSTRUCTIONS MUST BE THE PERSON WHO COMPLETES THE SUBSTITUTE FORM W-9.
IF YOU COMPLETE THIS BOX, YOU WILL NEED A SIGNATURE GUARANTEE BY AN ELIGIBLE
INSTITUTION. SEE INSTRUCTION 6.
Issue the Merger Consideration in the name of and to:
Name: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
See Instructions 1, 5 and 11.
To be completed ONLY if the certificate representing shares of Fleetwood
Common Stock or the check representing cash or the cash in lieu of fractional
shares, as the case may be, issued in the name of the undersigned is to be sent
to someone other than the undersigned or to the undersigned at an address other
than that shown in Box A above.
Mail the Merger Consideration to:
Name: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
CHECK THIS BOX / / IF THIS IS A PERMANENT CHANGE OF ADDRESS.
- --------------------------------------------------------------------------------
7
BOX C MUST BE COMPLETED. SEE INSTRUCTION 1.
- --------------------------------------------------------------------------------
BOX C: SIGNATURE(S)
The undersigned represents and warrants that the undersigned has full power
and authority to transfer the shares of HomeUSA Common Stock surrendered hereby
and that the transferee will acquire good and unencumbered title thereto, free
and clear of all liens, restrictions, charges and encumbrances and not subject
to any adverse claim when such Shares are accepted for exchange by the Exchange
Agent. The undersigned will, upon request, execute and deliver any additional
documents deemed by Fleetwood or the Exchange Agent to be necessary and
desirable to complete the transfer of the Shares surrendered hereby.
Date: ________________________
PLEASE SIGN HERE
Signature: ____________________________________________________________________
Signature: ____________________________________________________________________
Signature: ____________________________________________________________________
Signature(s) of registered holder(s) must be EXACTLY as name(s) appear(s) in Box
A above or on the assignment authorizing transfer.
If signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, the capacity of the person signing should be indicated. (See
Instruction 9.)
Dated: ________________________
Name(s): ______________________________________________________________________
(Please Print)
Capacity: _____________________________________________________________________
Daytime Area Code and
Telephone Number: _____________________________________________________________
THE EXCHANGE AGENT HAS BEEN INSTRUCTED NOT TO MAKE ANY EXCHANGE OF YOUR SHARES
UNTIL THIS FORM OF ELECTION AND LETTER OF TRANSMITTAL HAS BEEN EXECUTED AND
DELIVERED TO THE EXCHANGE AGENT.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(REQUIRED ONLY IN CASES SPECIFIED IN INSTRUCTION 6.)
The undersigned hereby guarantees the signature(s) that appear(s) on this Letter
of Transmittal.
Dated: ________________________
________________________________________________________________________________
(Name of Firm Issuing Guarantee)
(Please Print)
________________________________________________________________________________
(Fix Medallion Stamp Above)
- --------------------------------------------------------------------------------
8
- -------------------------------------------------------------------------------------------------------------
TAXPAYER IDENTIFICATION NUMBER
SUBSTITUTE FORM W-9
- -------------------------------------------------------------------------------------------
PAYER'S NAME: BANKBOSTON, NA
- -------------------------------------------------------------------------------------------------------------
Name(s) as shown on HomeUSA
Certificate(s) (if joint ownership, list first
and circle the name of the person or entity
whose number is entered in Part I below).
- -------------------------------------------------------------------------------------------------------------
Address (if HomeUSA Holder does not
complete, signature in Part I will
constitute
a certification that the address
listed in
Box A is correct).
------------------------------------------------------------------------------------------------------------
PART I--PLEASE PROVIDE YOUR TIN IN
SUBSTITUTE
THE BOX AT RIGHT AND CERTIFY BY SOCIAL SECURITY NUMBER
SIGNING AND DATING. See the
enclosed
FORM W-9
"Guidelines for Certification of OR ------------------------
Taxpayer
(See Instruction 12)
Identification Number on EMPLOYER IDENTIFICATION NUMBER
Substitute Form W-9" for
instructions.
-----------------------------------------------------------------------Department
of the Treasury
PART II--Exempt Payees / /
Internal Revenue Service
I am a payee exempt from information and backup withholding.
-----------------------------------------------------------------------
PART III--Awaiting TIN / /
PAYER'S REQUEST FOR TAXPAYER
You must also complete the Certificate of Awaiting Taxpayer
Identification Number if you
IDENTIFICATION NUMBER (TIN)
check this box.
------------------------------------------------------------------------------------------------------------
CERTIFICATION--UNDER PENALTY OF PERJURY, I CERTIFY THAT:
(1)--The number shown on the 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 Internal Revenue Service ("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.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been notified by the IRS that you
are subject to backup withholding because of underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you are 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).
If you are exempt from backup withholding, check the box in Part II above. (Also see the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.")
Signature ------------------------------------------------------------------------- Date
----------------------
- -------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalty 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, notwithstanding that I have checked the box
in Part III (and have completed this Certificate of Awaiting Taxpayer Identification Number), 31% of all
reportable payments made to me will be withheld until I provide a properly certified taxpayer identification
number to the Exchange Agent.
Signature ------------------------------------------------------------------------- Date
----------------------
- -------------------------------------------------------------------------------------------------------------
CERTIFICATE FOR FOREIGN HOLDERS
I certify under penalty of perjury that I am not a United States citizen or resident of the United
States.
Signature ------------------------------------------------------------------------- Date
----------------------
- -------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM OF ELECTION AND LETTER OF
TRANSMITTAL, INCLUDING THE SUBSTITUTE FORM W-9 CONTAINED HEREIN, MAY
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY CASH PAYMENTS MADE TO YOU
PURSUANT TO THE MERGER OR WITH RESPECT TO ANY SUBSEQUENT DIVIDEND
PAYMENTS MADE BY FLEETWOOD. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 FOR ADDITIONAL DETAILS.
- --------------------------------------------------------------------------------
9
INSTRUCTIONS
This Form of Election and Letter of Transmittal must be completed and
submitted to the Exchange Agent prior to the Election Deadline, which is 5:00
p.m., New York City time, on August 3, 1998, by any HomeUSA Holder desiring to
make an Election other than a Non-Election. It must also be used as a letter of
transmittal for HomeUSA Holders not making an effective Election to receive the
Merger Consideration. Until a record holder's HomeUSA Certificates are received
by the Exchange Agent at one of the addresses set forth above (or affidavit and
indemnification regarding the loss, theft or destruction of such HomeUSA
Certificate reasonably acceptable to Fleetwood), together with this Form of
Election and Letter of Transmittal and such other documents as the Exchange
Agent may require, and until the same are processed for exchange by the Exchange
Agent, such holders will not receive (i) any certificates representing shares of
Fleetwood Common Stock or any check representing cash consideration or the cash
in lieu of fractional shares (if any) in exchange for their HomeUSA Certificates
or (ii) any dividends or other distributions payable on shares of Fleetwood
Common Stock to be received by such holders. No interest will accrue on any cash
consideration, cash in lieu of fractional shares or such dividends. No such
dividends or other distributions will be reinvested pursuant to any plan. If
your HomeUSA Certificate(s) is (are) lost, stolen or destroyed, please contact
the Exchange Agent immediately. See Instruction 13 below.
Each HomeUSA Holder is entitled to make an Election and submit a Form of
Election and Letter of Transmittal covering all shares of HomeUSA Common Stock
actually held of record by such holder. HOWEVER, THE HOLDER MUST CHECK ONLY ONE
BOX IN BOX B ABOVE TO MAKE AN EFFECTIVE ELECTION. Nominee record holders, which
include nominees, trustees or any other person that holds shares of HomeUSA
Common Stock in any capacity whatsoever on behalf of more than one person or
entity ("NOMINEES"), are entitled to make an Election for themselves, as well as
an Election on behalf of each beneficial owner of shares of HomeUSA Common Stock
held through such nominee record holders, but each such Election must be made on
a separate Form of Election and Letter of Transmittal. Beneficial owners who are
not record holders are not entitled to submit a Form of Election and Letter of
Transmittal. Nominees submitting a Form of Election and Letter of Transmittal on
behalf of a registered stockholder as trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or acting in another
fiduciary or representative capacity should refer to Instruction 9 below.
Each Election is subject to certain terms, conditions and limitations that
have been set out in the Merger Agreement (and as described in the Proxy
Statement/Prospectus) and these Instructions. The Merger Agreement is included
as Appendix A to the Proxy Statement/Prospectus. Extra copies of the Proxy
Statement/Prospectus may be requested from the Information Agent at the address
or phone numbers shown above. The filing of this Form of Election and Letter of
Transmittal with the Exchange Agent will constitute acknowledgment of the
receipt of the Proxy Statement/Prospectus.
1. ELECTION DEADLINE. Each HomeUSA Holder is entitled to make an Election.
For any Election contained herein to be effective, this Form of Election and
Letter of Transmittal, properly completed, and the related HomeUSA
Certificate(s) must be received by the Exchange Agent at one of the addresses
shown above no later than THE ELECTION DEADLINE OF 5:00 P.M., NEW YORK CITY
TIME, ON AUGUST 3, 1998. Even if a HomeUSA Holder makes a Non-Election, does not
make an effective Election or fails to submit a Form of Election and Letter of
Transmittal by the Election Deadline, such HomeUSA Holder must properly complete
Box A, Box C and the remaining applicable sections (other than Box B) of this
Form of Election and Letter of Transmittal and deliver this Form of Election and
Letter of Transmittal, together with the certificate(s) representing the shares
of HomeUSA Common Stock (or a duly signed guarantee of delivery of such
certificate(s) or affidavit and indemnification regarding the loss, theft or
destruction of such HomeUSA Certificate(s) reasonably acceptable to Fleetwood),
or arrange for delivery of such Shares by book-entry transfer to the Exchange
Agent's account at a Book-Entry Transfer Facility, in order to receive Merger
Consideration. To properly complete Box A, the number of each HomeUSA
Certificate surrendered herewith must be written in the column under the heading
"Certificate Number."
HomeUSA Holders whose stock certificate(s) is (are) not immediately
available or HomeUSA Holders who cannot complete the procedure for delivery by
book-entry transfer on a timely basis may deliver their Shares and may also make
an effective Election by (a) completing Boxes A, B and C herein, having the Box
entitled "Guarantee of Delivery" herein properly completed and duly executed
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and delivering such documents to the Exchange
Agent prior to the Election Deadline; and (b) delivering their HomeUSA
Certificates, in proper form for transfer, or a confirmation of a book-entry
transfer of such Shares, if such procedure is available, into the Exchange
Agent's account at one of the Book-Entry Transfer Facilities on the NYSE trading
day after the date of execution of such guarantee of delivery). In addition, at
the time the HomeUSA Certificate(s) (or the Shares pursuant to a book-entry
transfer) are delivered pursuant to the Guarantee of Delivery, the guarantor
must submit to the Exchange Agent another Form of Election
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and Letter of Transmittal with only the section entitled "Notice of Delivery
Under Guarantee" properly completed (or must otherwise provide such information
to the Exchange Agent). If the guarantor fails to deliver the HomeUSA
Certificate(s) (or the Shares by book-entry transfer) in accordance with the
guaranteed delivery procedures contained herein, without limitation of any other
recourse, any purported Election with respect to the Shares subject to such
guarantee will be void. The term "AGENT'S MESSAGE" means a message, transmitted
by a Book-Entry Transfer Facility to, and received by, the Exchange Agent and
forming a part of a book-entry confirmation, which states that such Book-Entry
Transfer Facility has received an express acknowledgment from the participant in
such Book-Entry Transfer Facility delivering the Shares, that such participant
has received and agrees to be bound by the terms of this Form of Election and
Letter of Transmittal and that Fleetwood may enforce such agreement against the
participant.
The Exchange Agent will determine whether any Form of Election and Letter of
Transmittal or any other required document is received on a timely basis and
whether any Form of Election and Letter of Transmittal or any other required
document has been properly completed. Any such determinations shall be
conclusive and binding. IF A HOMEUSA HOLDER DOES NOT MAKE AN EFFECTIVE ELECTION
BY THE ELECTION DEADLINE, SUCH HOLDER SHALL BE DEEMED TO HAVE MADE A
NON-ELECTION. For lost, stolen or destroyed HomeUSA Certificate(s), see
Instruction 13.
2. REVOCATION OR CHANGE OF ELECTION FORM AND LETTER OF TRANSMITTAL. Any
Form of Election and Letter of Transmittal may be revoked or changed by written
notice duly executed to the Exchange Agent from the person submitting such Form
of Election and Letter of Transmittal, but to be effective such notice must be
received by the Exchange Agent at or prior to the Election Deadline of 5:00
p.m., New York City Time, on August 3, 1998. Such notice must specify the person
in whose name the shares of HomeUSA Common Stock to be withdrawn had been
deposited, the name of the registered holder thereof, and the serial numbers
shown on the certificate(s) representing the Shares to be withdrawn. The
Exchange Agent will have reasonable discretion to determine whether any
revocation or change is received on a timely basis and whether any such
revocation or change has been properly made. If a Form of Election and Letter of
Transmittal is revoked, and the HomeUSA Certificate(s) withdrawn, the HomeUSA
Certificate(s) submitted therewith will be promptly returned by the Exchange
Agent to the person that submitted such certificate(s). Upon any such
revocation, unless a duly completed Form of Election and Letter of Transmittal
is thereafter submitted before the Election Deadline, such holder will be deemed
to have made a Non-Election.
3. TERMINATION OF MERGER AGREEMENT. If for any reason the Merger is not
consummated or is abandoned, all Forms of Election and Letters of Transmittal
will be void and of no effect whatsoever, and all HomeUSA Certificates
previously received by the Exchange Agent and thereafter held by the Exchange
Agent will be returned promptly by the Exchange Agent to the person who
submitted such certificate(s).
4. ELECTION PROCEDURES/ALLOCATION. As set forth in the Proxy
Statement/Prospectus and as described above, because the Merger Agreement
requires that at least 51% of the aggregate Merger Consideration consist of
shares of Fleetwood Common Stock, a HomeUSA Holder may not receive exactly the
consideration elected above in Box B. If too many HomeUSA Holders elect cash,
the allocation and proration procedures set forth in the Merger Agreement and
described in the Proxy Statement/Prospectus will be followed by the Exchange
Agent. THUS, AN ELECTION MADE BY YOU MAY NOT BE HONORED UNDER CERTAIN
CIRCUMSTANCES. See "THE MERGER--Merger Consideration" in the Proxy
Statement/Prospectus.
5. NO FRACTIONAL SHARES. No certificate representing a fraction of a full
share of Fleetwood Common Stock will be issued. In lieu thereof, the Exchange
Agent will remit on Fleetwood's behalf cash, without interest, equal to the
product of such fractional amount and the closing sale price of one share of
Fleetwood Common Stock on the NYSE (as reported in the WALL STREET JOURNAL or,
if not reported thereby, any other authoritative source) on the trading day
immediately preceding the Closing Date. No HomeUSA Holder shall be entitled to
dividends, voting rights or any other rights in respect to any fractional share.
6. GUARANTEE OF SIGNATURES. Signatures on this Form of Election and Letter
of Transmittal need not be guaranteed unless the "Special Issuance and Payment
Instructions" section or the "Guarantee of Delivery" section has been completed.
In such event, signatures on this Form of Election and Letter of Transmittal
must be guaranteed by an eligible guarantor institution (an "ELIGIBLE
INSTITUTION") pursuant to Rule 17Ad-15 promulgated under the Securities Exchange
Act of 1934, as amended. PUBLIC NOTARIES CANNOT EXECUTE ACCEPTABLE GUARANTEES OF
SIGNATURES.
7. METHOD OF DELIVERY. THE METHOD OF DELIVERY OF THE HOMEUSA
CERTIFICATE(S) AND ANY OTHER REQUIRED DOCUMENT IS AT THE ELECTION AND RISK OF
THE HOMEUSA HOLDER AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE EXCHANGE AGENT. THE RISK OF LOSS OF SUCH SHARES WILL PASS ONLY AFTER THE
EXCHANGE AGENT HAS ACTUALLY RECEIVED THE SHARES. IF SUCH CERTIFICATE(S) IS (ARE)
SENT BY MAIL, IT IS RECOMMENDED THAT IT (THEY) BE SENT BY REGISTERED MAIL,
APPROPRIATELY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT
TIME FOR DELIVERY SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY. For lost, stolen
or destroyed certificates, see Instruction 13.
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8. INADEQUATE SPACE. If the space provided herein is inadequate, the stock
certificate numbers and the number of shares of HomeUSA Common Stock represented
thereby should be listed on additional sheets and attached hereto.
9. SIGNATURES ON FORM OF ELECTION AND LETTER OF TRANSMITTAL, STOCK POWERS
AND ENDORSEMENTS.
(a) All signatures must correspond exactly with the name written on the
face of the HomeUSA Certificate(s) surrendered herewith without any
alteration, variation or change whatsoever.
(b) If the HomeUSA Certificate(s) surrendered is (are) held of record by
two or more joint owners, all such owners must sign this Form of Election
and Letter of Transmittal.
(c) If any surrendered shares of HomeUSA Common Stock are registered in
different names on several HomeUSA Certificates, it will be necessary to
complete, sign and submit as many separate copies of this Form of Election
and Letter of Transmittal as there are different registrations of HomeUSA
Certificates.
(d) If this Form of Election and Letter of Transmittal is signed by a
person(s) other than the record holder(s) of the HomeUSA Certificate(s)
listed in Box A above (other than as set forth in paragraph (e) below), such
certificates must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the record holder(s) appears on
such certificate(s).
(e) If this Form of Election and Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity
and such person is not the record holder of the accompanying HomeUSA
Certificates, he or she must indicate the capacity when signing and must
submit proper evidence of his or her authority to act.
10. STOCK TRANSFER TAXES. In the event that any transfer or other taxes
become payable by reason of the issuance of the Merger Consideration in any name
other than that of the HomeUSA Holder, such transferee or assignee must pay such
tax to the Exchange Agent or must establish to the satisfaction of the Exchange
Agent that such tax has been paid.
11. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Indicate the name and/or
address of the person(s) in whose name and to whom the Merger Consideration is
to be issued and sent, respectively, if different from the name and/or address
of the person(s) signing this Form of Election and Letter of Transmittal.
Signatures must be guaranteed if the "Special Issuance and Payment Instructions"
section has been completed. See Instruction 6.
12. WITHHOLDING. Each HomeUSA Holder surrendering certificates
representing shares of HomeUSA Common Stock is required to provide the Exchange
Agent with such holder's correct Taxpayer Identification Number ("TIN") on the
Substitute Form W-9 and to certify whether such holder is subject to backup
withholding. The TIN that must be provided is that of the HomeUSA Holder with
respect to the HomeUSA Certificate(s) surrendered herewith or of the last
transferee appearing on the transfers attached to or endorsed on such
certificate(s) (or, if a check is made payable to another person as provided in
the Box entitled "Special Issuance and Payment Instructions," then the TIN of
such person). Failure to provide the information on the Substitute Form W-9 may
subject the HomeUSA Holder to 31% federal income tax withholding on payments
made to such holder with respect to the shares of HomeUSA Common Stock and on
future dividends paid by Fleetwood. A HomeUSA Holder must cross out item (2) in
the Certification Box of the Substitute Form W-9 if such holder has been
notified by the Internal Revenue Service ("IRS") that such holder is currently
subject to backup withholding. The Box in Part III of the Substitute Form W-9
should be checked if the surrendering HomeUSA 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 III is checked and the Exchange Agent is not provided with a TIN
within 60 days thereafter, Fleetwood will withhold 31% of all such payments and
dividends until a TIN is provided to the Exchange Agent. Foreign investors
should consult their tax advisors regarding the need to complete IRS Form W-8
and any other forms that may be required.
13. LOST, STOLEN, OR DESTROYED CERTIFICATES. If your HomeUSA
Certificate(s) has (have) been lost, stolen or destroyed, please check the box
directly below Box A. You should then contact the Information Agent, which will
instruct you as to the steps you must take in order to surrender your HomeUSA
Certificate(s) for exchange. At the sole discretion of the Exchange Agent, you
may, as an alternative to submitting your HomeUSA Certificate(s), submit an
affidavit and indemnification regarding the loss, theft or destruction of your
HomeUSA Certificate(s) that is in form and substance reasonably acceptable to
Fleetwood.
14. MISCELLANEOUS. NEITHER FLEETWOOD NOR THE EXCHANGE AGENT IS UNDER ANY
DUTY TO GIVE ANY HOMEUSA HOLDER NOTICE OF DEFECTS IN ANY FORM OF ELECTION AND
LETTER OF TRANSMITTAL. FLEETWOOD AND THE EXCHANGE ACT SHALL NOT INCUR ANY
LIABILITY FOR FAILURE TO GIVE SUCH NOTIFICATION, AND EACH OF FLEETWOOD AND THE
EXCHANGE AGENT HAS THE ABSOLUTE RIGHT TO
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REJECT ANY AND ALL FORMS OF ELECTION AND LETTERS OF TRANSMITTAL NOT PROPERLY
COMPLETED OR TO WAIVE ANY IRREGULARITIES IN ANY FORM OF ELECTION AND LETTER OF
TRANSMITTAL.
15. INFORMATION AND ADDITIONAL COPIES. Information and additional copies
of this Form of Election and Letter of Transmittal may be obtained by
telephoning the Information Agent at (800) 774-5469.
IMPORTANT TAX INFORMATION
Under federal income tax law, each registered holder of shares of HomeUSA
Common Stock receiving cash pursuant to the Merger is required to provide the
Exchange Agent, as Payer, with such holder's correct TIN on the Substitute Form
W-9 above. 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, the
HomeUSA Holder may be subject to a $50 penalty imposed by the IRS. In addition,
payments that are made to such holder may be subject to federal income tax
backup withholding at a rate of 31%.
Certain HomeUSA Holders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that holder must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. This may be accomplished
by executing the certification for foreign holders at the bottom of the
Substitute Form W-9 above. 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% of any payments made to the HomeUSA Holder. Backup withholding is not an
additional tax. Rather, the 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.
FOR INFORMATION AS TO THE FEDERAL INCOME TAX CONSEQUENCES OF THE RECEIPT OF
DIFFERENT FORMS OF MERGER CONSIDERATION, SEE "THE MERGER--CERTAIN FEDERAL INCOME
TAX CONSIDERATIONS" IN THE PROXY STATEMENT/ PROSPECTUS. IN ADDITION, HOMEUSA
HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISOR REGARDING THE FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES OF THE RECEIPT OF DIFFERENT FORMS OF MERGER
CONSIDERATION IN THE MERGER, AS WELL AS REGARDING THEIR ELIGIBILITY TO CLAIM AN
EXEMPTION FROM BACKUP WITHHOLDING.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a HomeUSA Holder,
the holder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the form above certifying that the TIN provided on Substitute
Form W-9 is correct (or that such holder is awaiting a TIN) and that (1) the
HomeUSA Holder has not been notified by the IRS that he or she is subject to
backup withholding as a result of the failure to report all interest or
dividends or (2) the IRS has notified the HomeUSA Holder that he or she is no
longer subject to backup withholding.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
Each HomeUSA Holder is required to give the Exchange Agent his, her or its
social security number or employer identification number. If the HomeUSA
Certificate(s) is (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 guidance on which
number to report. A HomeUSA Holder who does not have a TIN should check the Box
in Part III of the Substitute Form W-9 and complete the Certificate of Awaiting
Taxpayer Identification Number if the holder has applied for a TIN or intends to
apply for a TIN in the near future. If the Box in Part III is checked, payments
to the holder will not be subject to backup withholding for 60 days. Payments
made after 60 days will be subject to withholding unless the holder has
furnished the Exchange Agent with his, her or its TIN. A holder who checks the
Box in Part III in lieu of furnishing his or her TIN should furnish the Exchange
Agent with his or her TIN as soon as it is received.
STATUS OF HOLDER
The term "UNITED STATES PERSON" means any person who is not a Foreign
Person. The term "FOREIGN PERSON" means any person who (as to the United States,
its territories and possessions, and all areas subject to its jurisdiction) is a
foreign corporation, a non-resident alien individual, a non-resident fiduciary
of a foreign estate or trust, or a foreign partnership.
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GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. Social Security numbers have nine digits separated by two hyphens: I.E.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: I.E., 00-0000000. The table below will help determine the number to
give the payer.
----------------------------------------------------------------------------------------------------
GIVE THE
GIVE THE EMPLOYER
FOR THIS TYPE OF SOCIAL SECURITY IDENTIFICATION
ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
----------------------------------------------------------------------------------------------------
1. An individual's The individual 8. Association, club, The organization
account religious,
charitable, or
educational
organization account
2. Two or more The actual owner of the
individuals (joint account or, if combined
account) funds, the first
individual on the
account(1)
3. Custodian account of The minor(2) 9. Partnership account The partnership
a minor (Uniform Gift held in the name of
to Minors Act) the business
4.a. The usual The grantor-trustee(1) 10. Association, club, or The organization
revocable savings other tax-exempt
trust account organization
(grantor is also
trustee)
b. So-called trust The actual owner(1) 11. A broker or The broker or nominee
account that is not a registered nominee
legal or valid trust
under State law
5. Sole proprietorship The owner(3) 12. Account with the The public entity
account Department of
Agriculture in the
name of a public
entity (such as a
State or local
government, school
district, or prison)
that receives
agricultural program
payments
6. A valid trust, The legal entity (Do not
estate, or pension furnish the identifying
trust number of the personal
representative or
trustee, unless the legal
entity itself is not
designated in the account
title.)(4)
7. Corporate account The corporation
- ----------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Show the name of the owner.
(4) List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number will
be considered to be that of the first name listed.
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OBTAINING A NUMBER
If you do not have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, at the local office of the
Social Security Administration or the Internal Revenue Service and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on ALL payments include the
following:
- A corporation.
- A financial institution.
- An organization exempt from tax under section 501(a), or an individual
retirement plan.
- The United States or any agency or instrumentality thereof.
- A state, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
- A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
- An international organization or any agency, or instrumentality thereof.
- A registered dealer in securities or commodities registered in the U.S. or
a possession of the U.S.
- A real estate investment trust.
- A common trust fund operated by a bank under section 584(a).
- An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1).
- An entity registered at all times under the Investment Advisors Act of
1940 who regularly acts as a broker.
- A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under section 1441.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends under
section 852).
- Payments described in section 6049(b)(5) to non-resident aliens.
- Payments on tax-free covenant bonds under section 1451.
- Payments made by certain foreign organizations.
Exempt payees described above should file the Substitute Form W-9 to avoid
possible erroneous backup withholding. FILE THE SUBSTITUTE FORM W-9 WITH THE
EXCHANGE AGENT, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, CHECK THE BOX IN
PART II, AND RETURN IT TO THE EXCHANGE AGENT. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. Certain payments
other than interest, dividends, and patronage dividends, that are not subject to
information reporting are also not subject to backup withholding. For details,
see the regulations under sections 6041, 6041(a), 6045, and 6050A.
PRIVACY ACT NOTICE.--Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
(such as the Exchange Agent) who must report the payments to the IRS. The IRS
15
uses the numbers for identification purposes. Payers must be given the numbers
whether or not recipients are required to file tax returns. Beginning January 1,
1984, payers must generally withhold 31% of taxable interest, dividend, and
certain other payments to a payee who does not furnish a taxpayer identification
number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.--If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.--If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION.--Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX ADVISOR OR THE INTERNAL REVENUE
SERVICE.
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