Exhibit
99.1
LETTER OF
TRANSMITTAL
To Exchange Series A 5.95%
Senior Notes Due 2011
for
Series B 5.95% Senior
Notes Due 2011
(Registered Under the
Securities Act of 1933)
of
Lennar Corporation
THE RIGHT TO EXCHANGE LENNAR
SERIES A 5.95% SENIOR NOTES DUE 2011 FOR LENNAR
SERIES B 5.95% SENIOR NOTES DUE 2011 WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON
[ ],
2006, UNLESS THE EXPIRATION TIME OR DATE IS EXTENDED.
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
EXCHANGE AGENT
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By Mail:
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By Hand:
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By Overnight Courier:
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J.P. Morgan Trust Company,
National Association,
as Exchange Agent
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, TX 75201
Attn: Frank Ivins
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J.P. Morgan Chase Bank,
National Association,
as Exchange Agent
G15 Unit Trust Window
4 New York Plaza, 1st Floor
New York, NY 10004
Attn: Frank Ivins
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J.P. Morgan Trust Company,
National Association,
as Exchange Agent
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, TX 75201
Attn: Frank Ivins
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Delivery of this instrument to an address other than as set
forth above will not constitute a valid delivery.
This Letter of Transmittal is to be used to submit Series A
5.95% Senior Notes due 2011 (Series A
Notes) of Lennar Corporation (Lennar) to be
exchanged for Series B 5.95% Senior Notes due 2011
(Series B Notes) of Lennar. This Letter of
Transmittal must be delivered to J.P. Morgan Trust Company,
National Association, as exchange agent (the Exchange
Agent). Delivery of this Letter of Transmittal to The
Depositary Trust Company (DTC) does not constitute
delivery to the Exchange Agent.
The exchange offer is made upon the terms and subject to the
conditions set forth in the prospectus dated
[ l ],
2006 and in this Letter of Transmittal. Holders should carefully
review the information set forth in each document.
The undersigned must complete, execute and deliver this Letter
of Transmittal to indicate the action the undersigned desires to
take, or have taken, with respect to the exchange offer.
THE SERIES A NOTES MUST BE DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENTS ACCOUNT AT DTC. YOU MUST
COMPLETE THE FOLLOWING:
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Account Number at DTC:
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Transaction Code Number:
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DESCRIPTION OF SERIES A
NOTES TENDERED
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
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SERIES A NOTES SUBMITTED
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(PLEASE FILL IN, IF BLANK)
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(ATTACH ADDITIONAL LIST IF NECESSARY)
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PRINCIPAL AMOUNT
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OF SERIES A NOTES TENDERED
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PRINCIPAL AMOUNT OF SERIES A NOTES
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(IF LESS THAN ALL)*
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Total Principal Amount of
Series A Notes Tendered:
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* Series A Notes may be
tendered in whole or in part in denominations of $1,000
principal amount and integral multiples of that amount. Unless
otherwise indicated it will be assumed that all the
Series A Notes described above are being submitted.
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NOTE: THIS
LETTER OF TRANSMITTAL MUST BE SIGNED.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
By this document, the undersigned submits the Series A
Notes listed above (the Series A Notes to be
Exchanged) to be exchanged for Series B Notes as
described in the Prospectus under the caption The Exchange
Offer and in the instructions in this Letter of
Transmittal.
Subject to, and effective upon, the issuance of Series B
Notes in exchange for the Series A Notes to be Exchanged,
the undersigned sells, assigns and transfers all the
Series A Notes to be Exchanged to Lennar and irrevocably
appoints the Exchange Agent the agent and
attorney-in-fact
of the undersigned, with full power of substitution, to transfer
ownership of the Series A Notes to be Exchanged on the
records of DTC, to Lennar upon receipt by the Exchange Agent, as
the undersigneds agent, of the Series B Notes to be
issued in exchange for the Series A Notes to be Exchanged.
The undersigned represents and warrants that the undersigned has
full power and authority to exchange the Series A Notes to
be Exchanged for Series B Notes and that, when
Series B Notes are issued in exchange for the Series A
Notes to be Exchanged, Lennar will acquire title to the
Series A Notes to be Exchanged, free and clear of any
liens, restrictions, charges, encumbrances or adverse claims.
The undersigned will, upon request, execute and deliver any
additional documents deemed by the Exchange Agent or by Lennar
to be necessary or desirable to complete the transfer of the
Series A Notes to be Exchanged to Lennar.
The authority conferred in this Letter of Transmittal will not
be affected by, and will survive, the death or incapacity of the
undersigned. The obligations of the undersigned under this
Letter of Transmittal or otherwise resulting from the submission
of the Series A Notes to be Exchanged for exchange will be
binding upon the successors, assigns, heirs, executors,
administrators and legal representatives of the undersigned.
Except as described in the Prospectus under the caption
The Exchange Offer Withdrawal of
Tenders, the submission of Series A Notes to be
Exchanged for exchange is irrevocable.
Unless otherwise indicated below under the caption Special
Issuance or Delivery Instructions, please issue the
Series B Notes being issued in exchange for the
Series A Notes to be Exchanged, and deliver any
Series A Notes which are not being exchanged or are not
accepted for exchange, to the account at DTC shown above. If the
section captioned Special Issuance or Delivery
Instructions is completed, please issue and deliver
confirmation of book-entry transfer as indicated.
Noteholders may, by making an appropriate entry under
Special Issuance or Delivery Instructions, request
that any Series A Notes which are not accepted for exchange
be returned by crediting a different account at DTC. The
undersigned is aware that Lennar has no obligation because of
Special Issuance or Delivery Instructions or otherwise to cause
any Series A Notes which are not accepted for exchange to
be transferred from the account of the holder of those
Series A Notes to the account of another person.
If the undersigned is a broker-dealer that will receive
Series B Notes for its own account in exchange for
Series A Notes that were acquired as a result of market
making activities or other trading activities, the undersigned
will deliver a prospectus in connection with any resale of those
Series B Notes. However, the undersigned will not, by
delivering a prospectus, be deemed to admit that it is an
underwriter within the meaning of the Securities Act of 1933, as
amended.
SIGNATURES(S)
(Must be signed by registered holder(s) exactly as name(s)
appear(s) on security position listing or by person(s)
authorized to become registered holder(s) by certificates and
documents transmitted with this Letter of Transmittal. If
signature is by trustees, executors, administrators, guardians,
attorneys-at-fact,
agents, officers of corporations or others acting in a fiduciary
or representative capacity, please provide the information
described in Instruction 4.)
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Signature(s) _ _ Name(s) _ _ Address _ _ Telephone Number _ _
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Tax Identification or Social Security No. _ _ Capacity (Full Title) _ _ Dated: _ _, 2005
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GUARANTEE
OF SIGNATURE(S)
(SEE INSTRUCTION 1)
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Name of
Firm _
_
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Authorized
Signature _
_
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Name _
_
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Title _
_
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Address _
_
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Telephone
Number _
_
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Dated: _
_ ,
2005
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SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 5 AND 6)
To be completed ONLY if Series B Notes or Series A
Notes which are not exchanged are to be issued into the account
at DTC of someone other than the undersigned, or if
Series A Notes which are not accepted for exchange are to
be returned by credit to an account at DTC other than that
designated above.
o Series A
Notes not exchanged
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o
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Credit Series A Notes which are not accepted for exchange
to the following account at DTC:
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(Account Number at DTC)
Send Book Entry Confirmation to:
Name: _
_
Address:
(Tax Identification or Social Security Number)
INSTRUCTIONS
FORMING PART OF THE TERMS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. No signature
guarantee is required on this Letter of Transmittal if
(i) this Letter of Transmittal is signed by the registered
holder of the Series A Notes to be Exchanged (which, for
purposes of this document, includes any participant in DTC whose
name appears on a security position listing as the owner of the
Series A Notes to be Exchanged) unless the holder has
completed the box entitled Special Issuance or Delivery
Instructions or (ii) the Series A Notes to be
Exchanged are submitted for the account of a member firm of a
registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or by a
commercial bank or trust company which has an office or
correspondent in the United States (collectively, Eligible
Institutions). In all other cases, all signatures on this
Letter of Transmittal must be guaranteed by an Eligible
Institution. See Instruction 4.
2. DELIVERY OF LETTER OF TRANSMITTAL AND BOOK ENTRY
CONFIRMATION. This Letter of Transmittal is to be
completed by noteholders even though Series A Notes are
being submitted in accordance with DTCs procedures for
delivery by book-entry transfer. The Exchange Agent must
receive, at or before 5:00 p.m., New York City time on
[ l ],
2006, or on any other date to which the expiration of the
exchange offer is extended (the Expiration Time),
confirmation by DTC of transfer of the Series A Notes to be
Exchanged to the account of the Exchange Agent, together with a
properly completed and executed Letter of Transmittal.
Tendered Series A Notes may be withdrawn until the
Expiration Time and until they are accepted for exchange. Once
Series A Notes are accepted, the tender of those
Series A Notes will be irrevocable. Except to the extent
holders have the right to withdraw Series A Notes that are
tendered, tenders may not be conditional or contingent.
The method of delivery of this Letter of Transmittal and
confirmation of delivery of Series A Notes to be Exchanged
through DTC is at the option and risk of the exchanging
noteholder. Delivery will not be deemed made until items are
actually received by the Exchange Agent. If delivery is by mail,
registered mail with return receipt requested, properly insured,
is recommended.
3. INADEQUATE SPACE. If the space
provided in this Letter of Transmittal is inadequate, the
Series A Notes being submitted for exchange should be
listed on a separate signed schedule, which should be attached
to this Letter of Transmittal.
4. SIGNATURES ON LETTER OF
TRANSMITTAL. The signature(s) on this Letter of
Transmittal must correspond exactly with the name(s) in which
the Series A Notes to be Exchanged are held.
If the Series A Notes to be Exchanged are owned of record
by two or more joint owners, all the owners must sign this
Letter of Transmittal.
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, that person should so indicate when
signing, and submit evidence satisfactory to Lennar of the
persons authority so to act.
5. TRANSFER TAXES. Except as set forth in
this Instruction 5, Lennar will pay any transfer taxes with
respect to the transfer to it of Series A Notes to be
Exchanged. If Series B Notes or Series A Notes which
are not exchanged are to be credited to an account at DTC other
than the account designated above, the Series B Notes will
not be issued until Lennar or the Exchange Agent receives
satisfactory evidence of the payment of, or an exemption from
the need to pay, transfer taxes.
6. SPECIAL ISSUANCE INSTRUCTIONS. A
noteholder may request that Series B Notes and
Series A Notes which are not exchanged be credited to an
account at DTC which the noteholder designates. If no
instructions are given, notes which are not exchanged will be
returned by crediting the account at DTC designated above.
7. REQUESTS FOR ASSISTANCE OR ADDITIONAL
COPIES. Requests for assistance may be directed to,
or additional copies of the Prospectus and this Letter of
Transmittal may be obtained from, Lennar Corporation, Attn:
General Counsel at 700 Northwest 107th Avenue, Miami,
Florida, 33172, or from your broker, dealer, commercial bank or
trust company.
8. WAIVER OF REQUIREMENTS. The
requirements described above may be waived by Lennar, in whole
or in part, at any time and from time to time, in Lennars
sole discretion, and may be waived as to Series A Notes
submitted by particular noteholders, even if similar
requirements are not waived as to Series A Notes submitted
by other noteholders.
Important: This Letter of Transmittal,
together with confirmation of book-entry transfer, must be
received by the Exchange Agent before 5:00 P.M., New York
City time, on
[ l ],
2006, unless the time or date on which the exchange offer will
expire is extended.
(DO NOT
WRITE IN THE SPACES BELOW)
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Date received
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Accepted by
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Checked by
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Series A Notes
Tendered
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Series A Notes
Accepted
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Series B Notes
Issued
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Series A Notes
Returned
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Block
No.
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Delivery Prepared by
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Checked by
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Date
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