<PAGE>
PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS
WHEN COMPLETING THE LETTER OF TRANSMITTAL
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
NUMBER OF SHARES
CERTIFICATE REPRESENTED BY
NUMBER CERTIFICATE
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
------------------------------------------
TOTAL SHARES
- ------------------------------------------------------------------------------------------------------
</TABLE>
* Only HomeUSA Certificates registered in a single form may be deposited with
this 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 Letters of Transmittal as there
are different registrations of HomeUSA Certificates. Additional copies of
this 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 Exchange Agent immediately. See Instruction 11.
LETTER OF TRANSMITTAL
TO SURRENDER AND CONVERT CERTIFICATES REPRESENTING SHARES OF COMMON STOCK OF
HOMEUSA, INC.
IN CONNECTION WITH THE MERGER OF HOMEUSA, INC. WITH AND INTO
HUSA ACQUISITION COMPANY, A WHOLLY OWNED SUBSIDIARY OF
FLEETWOOD ENTERPRISES, INC.
This Letter of Transmittal is being delivered to you in connection with the
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 Letter of Transmittal must be
completed by registered holders of shares of HomeUSA common stock, par value
$0.01 per share who have not already submitted an election form prior to the
Merger (the "SHARES" or the "HOMEUSA COMMON STOCK"), in order to convert your
HomeUSA shares into Fleetwood Common Stock as provided in the Merger Agreement.
IF YOUR HOMEUSA CERTIFICATE(S) HAS (HAVE) BEEN LOST, STOLEN OR DESTROYED AND
YOU REQUIRE ASSISTANCE IN REPLACING IT (THEM), SEE INSTRUCTION 11 TO THIS LETTER
OF TRANSMITTAL. YOU CANNOT SUBMIT AN EFFECTIVE LETTER OF TRANSMITTAL WITHOUT
ATTACHING YOUR HOMEUSA CERTIFICATE(S) TO THIS 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.
<PAGE>
Questions and requests for assistance or additional copies of the Letter of
Transmittal may be directed to the Exchange Agent at the address set forth
below.
THE EXCHANGE AGENT IS:
BANKBOSTON, N.A.
<TABLE>
<S> <C>
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: TELEPHONIC INQUIRIES/REQUESTS FOR ASSISTANCE:
Securities Transfer & Reporting Services, Inc. (781) 575-3400
(STARS)
1 Exchange Plaza
55 Broadway, 3rd Floor
New York, New York 10006
</TABLE>
In connection with the closing of the Merger, and pursuant to the Merger
Agreement, the undersigned hereby 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 a number of whole 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 closing date of the Merger, August 10,
1998) or 0.2779 as publicly announced on July 31, 1998 and (ii) any cash payable
in lieu of a fractional share of Fleetwood Common Stock to which the holder is
entitled and (iii) the amount of dividends paid with respect to whole shares of
Fleetwood Common Stock (in each case without interest and subject to withholding
taxes) as well as, at the appropriate payment date, the amount of any dividends
or other distributions with a record date after Closing but prior to such
surrender payable with respect to whole shares of Fleetwood Common Stock. 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 and referred to as the "MERGER
CONSIDERATION."
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, if any, and certificate for shares of Fleetwood
Common Stock issuable as a result of 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 4 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 11.
The undersigned understands and acknowledges that all questions as to the
validity, form 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 certificate for shares of Fleetwood Common
Stock issuable in exchange for the Shares represented by the HomeUSA
2
<PAGE>
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 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, the undersigned hereby irrevocably appoints the Exchange Agent as
attorney-in-fact for the undersigned to exercise all authority conferred in this
Letter of Transmittal for the purposes set out 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.
In order to receive Fleetwood Common Stock, this Letter of Transmittal must
be (i) completed and signed in the space provided in Box C below and on the
Substitute Form W-9, if applicable, 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 11) 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.
The method of delivery of the 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.
3
<PAGE>
SPECIAL ISSUANCE AND PAYMENT INSTRUCTIONS
See Instructions 1, 3, 4, 9 and 10.
To be completed ONLY if the certificate representing shares of Fleetwood
Common Stock or the check representing 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 4.
Issue the Merger Consideration in the name of and to:
Name: _________________________________________________________________________
(Please Print)
Address: ______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
See Instructions 1, 3 and 9.
To be completed ONLY if the certificate representing shares of Fleetwood
Common Stock and the check representing 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.
- --------------------------------------------------------------------------------
4
<PAGE>
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 7.)
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 LETTER OF TRANSMITTAL HAS BEEN EXECUTED AND DELIVERED TO THE EXCHANGE
AGENT.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SIGNATURE GUARANTEE
(REQUIRED ONLY IN CASES SPECIFIED IN INSTRUCTION 4.)
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)
- --------------------------------------------------------------------------------
5
<PAGE>
<TABLE>
<C> <S> <C>
- -------------------------------------------------------------------------------------------------------------
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
</TABLE>
SUBSTITUTE
<TABLE>
<C> <S> <C>
THE BOX AT RIGHT AND CERTIFY BY SOCIAL SECURITY NUMBER
SIGNING AND DATING. See the
enclosed
</TABLE>
FORM W-9
<TABLE>
<C> <S> <C>
Guidelines for Certification of OR ------------------------
Taxpayer
</TABLE>
(See Instruction 12)
<TABLE>
<C> <S> <C>
Identification Number on EMPLOYER IDENTIFICATION NUMBER
Substitute Form W-9 for
instructions.
-----------------------------------------------------------------------Department
of the Treasury
PART II--Exempt Payees / /
</TABLE>
Internal Revenue Service
<TABLE>
<C> <S> <C>
I am a payee exempt from information and backup withholding.
-----------------------------------------------------------------------
PART III--Awaiting TIN / /
</TABLE>
PAYER'S REQUEST FOR TAXPAYER
<TABLE>
<C> <S> <C>
You must also complete the Certificate of Awaiting Taxpayer
Identification Number if you
</TABLE>
IDENTIFICATION NUMBER (TIN)
<TABLE>
<C> <S> <C>
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
----------------------
- -------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE AND RETURN THIS 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.
- --------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
This Letter of Transmittal must be completed and submitted to the Exchange
Agent prior to 5:00 p.m., New York City time, on February 11, 1999, by any
HomeUSA Holder. 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 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 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 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 11
below.
1. ACCEPTANCE. Each HomeUSA Holder must properly complete Box A, Box C and
the remaining applicable sections of this Letter of Transmittal and deliver this
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).
To properly complete Box A, the number of each HomeUSA Certificate surrendered
herewith must be written in the column under the heading "Certificate Number."
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 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).
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 Letter of Transmittal and that Fleetwood
may enforce such agreement against the participant.
The Exchange Agent will determine whether any Letter of Transmittal or any
other required document is received on a timely basis and whether any Letter of
Transmittal or any other required document has been properly completed. Any such
determinations shall be conclusive and binding. For lost, stolen or destroyed
HomeUSA Certificate(s), see Instruction 11.
2. 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.
3. GUARANTEE OF SIGNATURES. Signatures on this 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 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.
4. 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 11.
5. 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.
6. SIGNATURES ON 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.
7
<PAGE>
(b) If the HomeUSA Certificate(s) surrendered is (are) held of record by
two or more joint owners, all such owners must sign this 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 Letter of
Transmittal as there are different registrations of HomeUSA Certificates.
(d) If this 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 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.
7. 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.
8. 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 Letter of Transmittal. Signatures must be
guaranteed if the "Special Issuance and Payment Instructions" section has been
completed. See Instruction 6.
9. 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.
10. 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 Exchange 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.
11. MISCELLANEOUS. NEITHER FLEETWOOD NOR THE EXCHANGE AGENT IS UNDER ANY
DUTY TO GIVE ANY HOMEUSA HOLDER NOTICE OF DEFECTS IN ANY 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 REJECT ANY AND ALL LETTERS OF TRANSMITTAL NOT PROPERLY COMPLETED OR TO
WAIVE ANY IRREGULARITIES IN ANY LETTER OF TRANSMITTAL.
12. INFORMATION AND ADDITIONAL COPIES. Information and additional copies
of this Letter of Transmittal may be obtained by telephoning the Exchange Agent
at (781) 575-3400.
8
<PAGE>
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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<PAGE>
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.
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
GIVE THE
GIVE THE EMPLOYER
FOR THIS TYPE OF SOCIAL SECURITY IDENTIFICATION
ACCOUNT: NUMBER OF-- FOR THIS TYPE OF ACCOUNT: NUMBER OF--
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
- ----------------------------------------------------------------------------------------------------
</TABLE>
(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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<PAGE>
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
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
11
<PAGE>
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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