<PAGE>
Exhibit 99.1
LETTER OF TRANSMITTAL
With Respect to
K. HOVNANIAN ENTERPRISES, INC.
Offer to Exchange
10 1/2% Outstanding Senior Notes due 2007
for 10 1/2% Senior Notes due 2007
that have been registered
under the Securities Act of 1933
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON _______________, 2001 UNLESS THE OFFER IS EXTENDED.
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By Overnight Mail or Courier: By Hand: By Mail:
First Union National Bank First Union National Bank First Union National Bank
Attn: Marsha Rice (the "Exchange Agent") Attn: Marsha Rice
Corporate Trust Operations Reorg Attn: Marsha Rice Corporate Trust Operations Reorg
1525 West W.T. Harris Blvd. Corporate Trust Operations Reorg 1525 West W.T. Harris Blvd.
Charlotte NC 28288-1153 1525 West W.T. Harris Blvd. Charlotte NC 28288-1153
Charlotte NC 28288-1153
By Facsimile Transmission:
(704) 590-7628
Confirm by Telephone:
(704) 590-7413
Information:
(704) 590-7413
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Delivery of this instrument to an address other than as set forth above
or transmission of instructions via a facsimile number other than the ones
listed above will not constitute a valid delivery. The instructions accompanying
this Letter of Transmittal should be read carefully before this Letter of
Transmittal is completed.
The undersigned hereby acknowledges receipt of the Prospectus dated
__________, 2000 (the "Prospectus") of K. Hovnanian Enterprises, Inc. (the
"Issuer") and Hovnanian Enterprises, Inc., the parent of the Issuer and most of
the subsidiaries of Hovnanian Enterprises, Inc. (the "Guarantors," and each a
"Guarantor") and this Letter of Transmittal, which together constitute the
Issuer's offer (the "Exchange Offer") to exchange $1,000 principal amount of
their 10 1/2% Senior Notes due 2007, guaranteed by the Guarantors (the "Exchange
Notes") which have been registered under the Securities Act of 1933, as amended
(the "Securities Act"), pursuant to a registration statement of which the
Prospectus is a part, for each $1,000 principal amount of their outstanding 10
1/2% Senior Notes due 2007, guaranteed by the Guarantors (the "Outstanding
Notes"), respectively. The term "Expiration Date" shall mean 5:00 p.m., New York
City time, on ____________, 2001, unless the Issuer, in its reasonable judgment,
extends the Exchange Offer, in which case the term shall mean the latest date
and time to which the Exchange Offer is extended. Capitalized terms used but not
defined herein have the meaning given to them in the Prospectus.
YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE
INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED.
QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL
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2
COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE
EXCHANGE AGENT.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space indicated is inadequate, the Certificate or Registration
Numbers and Principal Amounts should be listed on a separately signed schedule
affixed hereto.
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DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREBY
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Name(s) and Address(es) of Registered Owner(s) Certificate or Aggregate Principal Principal Amount
(Please fill in) Registration Numbers* Amount Represented Tendered**
by Outstanding Notes
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Total Shares
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* Need not be completed by book-entry Holders.
** Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount
represented by such Outstanding Notes. All tenders must be in integral multiples of $1,000.
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</TABLE>
This Letter of Transmittal is to be used if (i) certificates
representing Outstanding Notes are to be physically delivered to the Exchange
Agent herewith, (ii) tender of Outstanding Notes is to be made by book-entry
transfer to an account maintained by the Exchange Agent at The Depository Trust
Company ("DTC"), pursuant to the procedures set forth in "The Exchange Offer--
Procedures for Tendering" in the Prospectus or (iii) tender of the Outstanding
Notes is to be made according to the guaranteed delivery procedures described in
the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Exchange Agent. This Letter of
Transmittal must be completed, signed and delivered even if tender instructions
are being transmitted through the Book-Entry Transfer Facility Automated Tender
Offer Program ("ATOP").
As used in this Letter of Transmittal, the term "Holder" with respect
to the Exchange Offer means any person in whose name Outstanding Notes are
registered on the books of the Issuer or, with respect to interests in the
Global Outstanding Notes held by DTC, any DTC participant listed in an official
DTC proxy. The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to tender their Outstanding Notes must
complete this letter in its entirety.
Holders of Outstanding Notes that are tendering by book-entry transfer
to the Exchange Agent's account at DTC can execute the tender through ATOP, for
which the transaction will be eligible. DTC participants that are accepting the
Exchange Offer must transmit their acceptances to DTC, which will verify the
acceptance and execute a book-entry delivery to the Exchange Agent's account at
DTC. DTC will then send an Agent's Message to the Exchange Agent for its
acceptance. Each DTC participant transmitting an acceptance of the Exchange
Offer through the ATOP procedures will be deemed to have agreed to be bound by
the terms of this Letter of Transmittal. Nevertheless, in order for such
acceptance
<PAGE>
3
to constitute a valid tender of the DTC participant's Outstanding Notes, such
participant must complete and sign a Letter of Transmittal and deliver it to the
Exchange Agent before the Expiration Date.
. CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING:
Name of Tendering Institution _______________________________________
Account Number ______________________________________________________
Transaction Code Number _____________________________________________
Holders whose Outstanding Notes are not immediately available or who
cannot deliver their Outstanding Notes and all other documents required hereby
to the Exchange Agent on or prior to the Expiration Date must tender their
Outstanding Notes according to the guaranteed delivery procedure set forth in
the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures." See Instruction 2.
. CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s) ________________________________________
Name of Eligible Institution that Guaranteed Delivery _____________
___________________________________________________________________
If delivery by book-entry transfer:
Account Number ___________________________________________________
Transaction Code Number __________________________________________
. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO:
Name ________________________________________________________________
Address _____________________________________________________________
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes that were acquired
as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a Prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the principal amount of the Outstanding
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of such Outstanding Notes tendered hereby, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, the Issuer all right,
title and interest in and to such Outstanding Notes as are being tendered
hereby, including all rights to accrued and unpaid interest thereon as of the
Expiration Date. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent the true and lawful agent and attorney-in-fact of the undersigned
(with full knowledge that said Exchange Agent acts as the agent of the Issuer in
connection with the Exchange Offer) to cause the Outstanding Notes to be
assigned, transferred and exchanged. The undersigned represents and warrants
that it has full power and authority to tender, exchange, assign and transfer
the Outstanding Notes and to acquire Exchange Notes issuable upon the exchange
of such tendered Outstanding Notes, and that when the same are accepted for
exchange, the Issuer will acquire good and unencumbered title to the tendered
Outstanding Notes, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim.
The undersigned represents to the Issuer that (i) the Exchange Notes
acquired pursuant to the Exchange Offer are being obtained in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, and (ii) neither the undersigned nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such Exchange Notes. If the undersigned or the person
receiving the Exchange Notes covered hereby is a broker-dealer that is receiving
the Exchange Notes for its own account in exchange for Outstanding Notes that
were acquired as a result of market-making activities or other trading
activities, the undersigned acknowledges that it or such other person will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. The undersigned
and any such other person acknowledge that, if they are participating in the
Exchange Offer for the purpose of distributing the Exchange Notes, (A) they
cannot rely on the position of the staff of the Securities and Exchange
Commission enunciated in Morgan Stanley & Co., Inc., Exxon Capital Holdings
Corporation, as interpreted in the Commission's letter to Shearman & Sterling
dated July 2, 1993, or similar no-action letters and, in the absence of an
exemption therefrom, must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with the resale transaction and
(B) failure to comply with such requirements in such instance could result in
the undersigned or any such other person incurring liability under the
Securities Act for which such persons are not indemnified by the Issuer. If the
undersigned or the person receiving the Exchange Notes covered by this letter is
an affiliate (as defined under Rule 405 of the Securities Act) of the Issuer,
the undersigned represents to the Issuer that the undersigned understands and
acknowledges that such Exchange Notes may not be offered for resale, resold or
otherwise transferred by the undersigned or such other person without
registration under the Securities Act or an exemption therefrom.
The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Issuer to
be necessary or desirable to complete the exchange, assignment and transfer of
tendered Outstanding Notes or transfer ownership of such Outstanding Notes on
the account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Outstanding Notes by the Issuer
and the issuance of Exchange Notes in exchange therefor shall constitute
performance in full by the Issuer of their obligations under the Registration
Rights Agreement and that the Issuer shall have no further obligation or
liabilities thereunder for the registration of the Outstanding Notes or the
Exchange Notes.
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5
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to the Exchange
Offer." The undersigned recognizes that as a result of these conditions (which
may be waived, in whole or in part, by the Issuer), as more particularly set
forth in the Prospectus, the Issuer may not be required to exchange any of the
Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not
exchanged will be returned to the undersigned at the address shown below the
signature of the undersigned.
All authority herein conferred or agreed to be conferred shall survive
the death or incapacity of the undersigned and every obligation of the
undersigned hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned. Tendered Outstanding Notes may be
withdrawn at any time prior to the Expiration Date.
Unless otherwise indicated in the box entitled "Special Registration
Instructions" or the box entitled "Special Delivery Instructions" in this Letter
of Transmittal, certificates for all Exchange Notes delivered in exchange for
tendered Outstanding Notes, and any Outstanding Notes delivered herewith but not
exchanged, will be registered in the name of the undersigned and shall be
delivered to the undersigned at the address shown below the signature of the
undersigned. If an Exchange Note is to be issued to a person other than the
person(s) signing this Letter of Transmittal or to the person(s) signing this
Letter of Transmittal at an address different than the address(es) shown on this
Letter of Transmittal, the appropriate boxes of this Letter of Transmittal
should be completed. If Outstanding Notes are surrendered by Holder(s) that have
completed either the box entitled "Special Registration Instructions" or the box
entitled "Special Delivery Instructions" in this Letter of Transmittal,
signature(s) on this Letter of Transmittal must be guaranteed by an Eligible
Institution (defined in Instruction 2).
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6
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SPECIAL REGISTRATION INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be issued
in the name of someone other than the undersigned.
Name: _______________________________________
Address: ____________________________________
Book-Entry Transfer Facility Account:
_____________________________________________
Employee Identification or Social Security Number:
___________________________________________________________
(Please print or type.)
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SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Exchange Notes are to be sent to
someone other than the undersigned, or to the undersigned at
an address other than that shown under "Description of
Outstanding Notes Tendered Hereby."
Name:________________________________________
Address:_____________________________________
_____________________________________________
_____________________________________________
(Please print or type.)
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7
________________________________________________________________________________
REGISTERED HOLDER(S) OF OUTSTANDING NOTES
OR DTC PARTICIPANT(S) SIGN HERE
(In addition, complete Substitute Form W-9 below.)
X ______________________________________________________________________________
X ______________________________________________________________________________
(Signature(s) of Registered Holder(s) or DTC Participant(s))
Must be signed by registered holder(s) or DTC participant(s) exactly as name(s)
appear(s) on the Outstanding Notes or on a security position listing as the
owner of the Outstanding Notes or by person(s) authorized to become registered
holder(s) by properly completed bond powers transmitted herewith. If signature
is by attorney-in-fact, trustee, executor, administrator, guardian, officer of a
corporation or other person acting in a fiduciary capacity, please provide the
following information. (Please print or type):
Name and Capacity (full title):
___________________________________________________________________
Address (including zip code):
___________________________________________________________________
___________________________________________________________________
Area Code and Telephone Number:
___________________________________________________________________
Taxpayer Identification or Social Security No.:
___________________________________________________________________
Dated: ____________________
SIGNATURE GUARANTEE
(If Required-- See Instruction 5)
Authorized Signature:
________________________________________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title:
________________________________________________________________________________
Area Code and Telephone Number:
________________________________________________________________________________
(Please print or type.)
Dated: ______________________
________________________________________________________________________________
<PAGE>
8
THIS SUBSTITUTE FORM W-9 MUST BE COMPLETED AND SIGNED
PLEASE PROVIDE YOUR SOCIAL SECURITY NUMBER OR OTHER TAXPAYER
IDENTIFICATION NUMBER ON THE FOLLOWING SUBSTITUTE FORM W-9 AND CERTIFY THEREIN
THAT YOU ARE NOT SUBJECT TO BACKUP WITHHOLDING.
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SUBSTITUTE Part 1--PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT RIGHT AND CERTIFY BY SIGNING or
Form W-9 AND DATING BELOW. Employer Identification Number
______________________
Department of the
Treasury -------------------------------------------------------------------------------------------
Internal Revenue Service PART 2--Certification--Under the penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I
Payer's Request for am waiting for a number to be issued to me), and
Taxpayer Identification
Number (TIN) (2) I am not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.
CERTIFICATE INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding because
of under-reporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out such item (2).
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SIGNATURE_______________________ Part 3--
Sign Here =>
DATE____________________________ Awaiting TIN .
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</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER, PLEASE
REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU
CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (1) 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 (2)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 31%
of all reportable payments made to me will be withheld.
Signature ______________________________ Date ____________________
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<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND
CONDITIONS OF THE EXCHANGE OFFER
1. Delivery of this Letter of Transmittal and Certificates.
All physically delivered Outstanding Notes or confirmation of any
book-entry transfer to the Exchange Agent's account at a book-entry transfer
facility of Outstanding Notes tendered by book-entry transfer, as well as a
properly completed and duly executed copy of this Letter of Transmittal or
facsimile thereof, and any other documents required by this Letter of
Transmittal, must be received by the Exchange Agent at any of its addresses set
forth herein on or prior to the Expiration Date. The method of delivery of this
Letter of Transmittal, the Outstanding Notes and any other required documents is
at the election and risk of the Holder, and except as otherwise provided below,
the delivery will be deemed made only when actually received by the Exchange
Agent. If such delivery is by mail, it is suggested that registered mail with
return receipt requested, properly insured, be used.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof), shall waive any right to receive notice of the acceptance of
the Outstanding Notes for exchange.
Delivery to an address other than as set forth herein, or instructions
via a facsimile number other than the ones set forth herein, will not constitute
a valid delivery.
2. Guaranteed Delivery Procedures.
Holders who wish to tender their Outstanding Notes, but whose
Outstanding Notes are not immediately available and thus cannot deliver their
Outstanding Notes, this Letter of Transmittal or any other required documents to
the Exchange Agent (or comply with the procedures for book-entry transfer) prior
to the Expiration Date, may effect a tender if:
(a) the tender is made through a member firm of a registered national
securities exchange or of the National Association of Securities
Dealers, Inc., a commercial bank or trust company having an
office or correspondent in the United States or an "eligible
guarantor institution" within the meaning of Rule 17 Ad-15 under
the Exchange Act (an "Eligible Institution");
(b) prior to the Expiration Date, the Exchange Agent received from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery (by facsimile transmission, mail or
hand delivery) setting forth the name and address of the Holder,
the registration number(s) of such Outstanding Notes and the
principal amount of Outstanding Notes tendered, stating that the
tender is being made thereby and guaranteeing that, within three
(3) New York Stock Exchange trading days after the Expiration
Date, the Letter of Transmittal (or facsimile thereof), together
with the Outstanding Notes (or a confirmation of book-entry
transfer of such Outstanding Notes into the Exchange Agent's
account at DTC) and any other documents required by the Letter of
Transmittal, will be deposited by the Eligible Institution with
the Exchange Agent; and
(c) such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as all tendered Outstanding Notes in
proper form for transfer (or a confirmation of book-entry
transfer of such Outstanding Notes into the Exchange Agent's
account at DTC) and all other documents required by the Letter of
Transmittal, are received by the Exchange Agent within three (3)
New York Stock Exchange trading days after the Expiration Date.
Any Holder who wishes to tender Outstanding Notes pursuant to the
guaranteed delivery procedures described above must ensure that the Exchange
Agent receives the Notice of Guaranteed
<PAGE>
2
Delivery relating to such Outstanding Notes prior to the Expiration Date.
Failure to complete the guaranteed delivery procedures outlined above will not,
of itself, affect the validity or effect a revocation of any Letter of
Transmittal form properly completed and executed by a Holder who attempted to
use the guaranteed delivery procedures.
3. Beneficial Owner Instructions.
Only a Holder of Outstanding Notes (i.e., a person in whose name
Outstanding Notes are registered on the books of the registrar or, with respect
to interests in the Global Outstanding Notes held by DTC, a DTC participant
listed in an official DTC proxy), or the legal representative or
attorney-in-fact of a Holder, may execute and deliver this Letter of
Transmittal. Any beneficial owner of Outstanding Notes who wishes to accept the
Exchange Offer must arrange promptly for the appropriate Holder to execute and
deliver this Letter of Transmittal on his or her behalf through the execution
and delivery to the appropriate Holder of the Instructions to Registered Holder
and/or DTC Participant from Beneficial Owner form accompanying this Letter of
Transmittal.
4. Partial Tenders; Withdrawals.
If less than the entire principal amount of Outstanding Notes evidenced
by a submitted certificate is tendered, the tendering Holder should fill in the
principal amount tendered in the column entitled "Principal Amount Tendered" of
the box entitled "Description of Outstanding Notes Tendered Hereby." A newly
issued Note for the principal amount of Outstanding Notes submitted but not
tendered will be sent to such Holder as soon as practicable after the Expiration
Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to
have been tendered in full unless otherwise indicated.
Outstanding Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time prior to the Expiration Date, after which tenders of
Outstanding Notes are irrevocable. To be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Exchange Agent. Any such notice of withdrawal must (i) specify the name of the
person having deposited the Outstanding Notes to be withdrawn (the "Depositor"),
(ii) identify the Outstanding Notes to be withdrawn (including the registration
number(s) and principal amount of such Outstanding Notes, or, in the case of
Outstanding Notes transferred by book-entry transfer, the name and number of the
account at DTC to be credited), (iii) be signed by the Holder in the same manner
as the original signature on this Letter of Transmittal (including any required
signature guarantees) or be accompanied by documents of transfer sufficient to
have the Trustee with respect to the Outstanding Notes register the transfer of
such Outstanding Notes into the name of the person withdrawing the tender and
(iv) specify the name in which any such Outstanding Notes are to be registered,
if different from that of the Depositor. All questions as to the validity, form
and eligibility (including time of receipt) of such notices will be determined
by the Issuer, whose determination shall be final and binding on all parties.
Any Outstanding Notes so withdrawn will be deemed not to have been validly
tendered for purposes of the Exchange Offer and no Exchange Notes will be issued
with respect thereto unless the Outstanding Notes so withdrawn are validly
retendered. Any Outstanding Notes which have been tendered but which are not
accepted for exchange will be returned to the Holder thereof without cost to
such Holder as soon as practicable after withdrawal, rejection of tender or
termination of Exchange Offer.
5. Signature on this Letter of Transmittal; Written Instruments and
Endorsements; Guarantee of Signatures.
If this Letter of Transmittal is signed by the registered Holder(s) of
the Outstanding Notes tendered hereby, the signature must correspond with the
name(s) as written on the face of the certificates without alteration or
enlargement or any change whatsoever. If this Letter of Transmittal is signed by
a
<PAGE>
3
participant in DTC, the signature must correspond with the name as it appears on
the security position listing as the owner of the Outstanding Notes.
If any of the Outstanding Notes tendered hereby are owned of record by
two or more joint owners, all such owners must sign this Letter of Transmittal.
If a number of Outstanding Notes registered in different names are
tendered, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
Outstanding Notes.
Signatures of this Letter of Transmittal or a notice of withdrawal, as
the case may be, must be guaranteed by an Eligible Institution unless the
Outstanding Notes tendered hereby are tendered (i) by a registered Holder who
has not completed the box entitled "Special Registration Instructions" or
"Special Delivery Instructions" on the Letter of Transmittal or (ii) for the
account of an Eligible Institution.
If this Letter of Transmittal is signed by the registered Holder or
Holders of Outstanding Notes (which term, for the purposes described herein,
shall include a participant in DTC whose name appears on a security listing as
the owner of the Outstanding Notes) listed and tendered hereby, no endorsements
of the tendered Outstanding Notes or separate written instruments of transfer or
exchange are required. In any other case, the registered Holder (or acting
Holder) must either properly endorse the Outstanding Notes or transmit properly
completed bond powers with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on the Outstanding
Notes, and, with respect to a participant in DTC whose name appears on such
security position listing), with the signature on the Outstanding Notes or bond
power guaranteed by an Eligible Institution (except where the Outstanding Notes
are tendered for the account of an Eligible Institution).
If this Letter of Transmittal, any certificates or separate written
instruments of transfer or exchange are signed by trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should so
indicate when signing, and, unless waived by the Issuer, proper evidence
satisfactory to the Issuer of their authority so to act must be submitted.
6. Special Registration and Delivery Instructions.
Tendering Holders should indicate, in the applicable box, the name and
address (or account at DTC) in which the Exchange Notes or substitute Notes for
principal amounts not tendered or not accepted for exchange are to be issued (or
deposited), if different from the names and addresses or accounts of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification number or social security number of the person named
must also be indicated and the tendering Holder should complete the applicable
box.
If no instructions are given, the Exchange Notes (and any Outstanding
Notes not tendered or not accepted) will be issued in the name of and sent to
the acting Holder of the Outstanding Notes or deposited at such Holder's account
at DTC.
7. Transfer Taxes.
The Issuer shall pay all transfer taxes, if any, applicable to the
transfer and exchange of Outstanding Notes to them or their order pursuant to
the Exchange Offer. If a transfer tax is imposed for any other reason other than
the transfer and exchange of Outstanding Notes to the Issuer, or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered Holder or any other person) will be payable by the
tendering Holder. If satisfactory evidence of payment
<PAGE>
4
of such taxes or exception therefrom is not submitted herewith, the amount of
such transfer taxes will be collected from the tendering Holder by the Exchange
Agent.
Except as provided in this Instruction, it will not be necessary for
transfer stamps to be affixed to the Outstanding Notes listed in the Letter of
Transmittal.
8. Waiver of Conditions.
The Issuer reserves the right, in its reasonable judgment, to waive, in
whole or in part, any of the conditions to the Exchange Offer set forth in the
Prospectus.
9. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
10. Request for Assistance or Additional Copies.
Questions relating to the procedure for tendering as well as requests
for additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent at the address and telephone number(s) set forth
above. In addition, all questions relating to the Exchange Offer, as well as
requests for assistance or additional copies of the Prospectus and this Letter
of Transmittal, may be directed to the Exchange Agent, First Union National
Bank, by calling (704) 590-7413.
11. Validity and Form.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance of tendered Outstanding Notes and withdrawal of tendered
Outstanding Notes will be determined by the Issuer in its sole discretion, which
determination will be final and binding. The Issuer reserves the absolute right
to reject any and all Outstanding Notes not properly tendered or any Outstanding
Notes the Issuer's acceptance of which would, in the opinion of counsel for the
Issuer, be unlawful. The Issuer also reserves the right, in its reasonable
judgment, to waive any defects, irregularities or conditions of tender as to
particular Outstanding Notes. The Issuer's interpretation of the terms and
conditions of the Exchange Offer (including the instructions in this Letter of
Transmittal) will be final and binding on all parties. Unless waived, any
defects or irregularities in connection with tenders of Outstanding Notes must
be cured within such time as the Issuer shall determine. Although the Issuer
intends to notify Holders of defects or irregularities with respect to tenders
of Outstanding Notes, neither the Issuer, the Exchange Agent nor any other
person shall incur any liability for failure to give such notification. Tenders
of Outstanding Notes will not be deemed to have been made until such defects or
irregularities have been cured or waived. Any Outstanding Notes received by the
Exchange Agent that are not properly tendered and as to which the defects or
irregularities have not been cured or waived will be returned by the Exchange
Agent to the tendering Holder as soon as practicable following the Expiration
Date.
<PAGE>
IMPORTANT TAX INFORMATION
Under federal income tax law, a Holder tendering Outstanding Notes is
required to provide the Exchange Agent with such Holder's correct TIN on
Substitute Form W-9 above. If such Holder is an individual, the TIN is the
Holder's social security number. The Certificate of Awaiting Taxpayer
Identification Number should be completed if the tendering Holder has not been
issued a TIN and has applied for a number or intends to apply for a number in
the near future. If the Exchange Agent is not provided with the correct TIN, the
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service.
In addition, payments that are made to such Holder may be subject to backup
withholding.
Certain Holders (including among others, all domestic corporations and
certain foreign individuals and foreign entities) are not subject to these
backup withholding and reporting requirements. Such a Holder, who satisfies one
or more of the conditions set forth in Part 2 of the Substitute Form W-9 should
execute the certification following such Part 2. In order for a foreign Holder
to qualify as an exempt recipient, that Holder must submit to the Exchange Agent
a properly completed Internal Revenue Service Form W-8, signed under penalties
of perjury, attesting to that Holder's exempt status. Such forms can be obtained
from the Exchange Agent.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any amounts otherwise payable to the 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 from the Internal
Revenue Service.
Purpose of Substitute Form W-9
To prevent backup withholding on payments that are made to a Holder,
the Holder is required to notify the Exchange Agent of his or her correct TIN by
completing the form herein certifying that the TIN provided on Substitute Form
W-9 is correct (or that such Holder is awaiting a TIN) and that (i) such Holder
is exempt, (ii) such Holder has not been notified by the Internal Revenue
Service that he or she is subject to backup withholding as a result of failure
to report all interest or dividends or (iii) the Internal Revenue Service has
notified such Holder that he or she is no longer subject to backup withholding.
What Number to Give the Exchange Agent
Each Holder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder(s) of the
Outstanding Notes. If Outstanding Notes are in more than one name or are not in
the name of the actual Holder, consult the Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9, for additional guidance
on which number to report.
Certificate of Awaiting Taxpayer Identification Number
If the tendering Holder has not been issued a TIN and has applied for a
number or intends to apply for a number in the near future, write "Applied For"
in the space for the TIN on Substitute Form W-9, sign and date the form and the
Certificate of Awaiting Taxpayer Identification Number and return them to the
Exchange Agent. If such certificate is completed and the Exchange Agent is not
provided with the TIN within 60 days, the Exchange Agent will withhold 31% of
all payments made thereafter until a TIN is provided to the Exchange Agent.
IMPORTANT: This Letter of Transmittal or a facsimile thereof (together
with Outstanding Notes or confirmation of book-entry transfer and all other
required documents) or a Notice of Guaranteed Delivery must be received by the
Exchange Agent on or prior to the Expiration Date.
