<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>10
<FILENAME>file009.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                    EXHIBIT 99.1


                              LETTER OF TRANSMITTAL

                         PHILLIPS-VAN HEUSEN CORPORATION

                                OFFER TO EXCHANGE


                   All Outstanding 8 1/8% Senior Notes Due 2013
                         ($150,000,000 Principal Amount)

                                       for

                           8 1/8% Senior Notes Due 2013
                         ($150,000,000 Principal Amount)
           Which have been Registered under the Securities Act of 1933

--------------------------------------------------------------------------------
         THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS EXPIRES AT 5:00 P.M.,
        NEW YORK CITY TIME, ON      , 2003, UNLESS THE OFFER IS EXTENDED
--------------------------------------------------------------------------------

                  THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
                                  SUNTRUST BANK

        By Registered or Certified Mail or By Hand or Overnight Delivery:

                                 Sun Trust Bank
                            25 Park Place, 24th Floor
                             Atlanta, Georgia 30303
                             Attention: Jack Ellerin


                  By Facsimile (for Eligible Institution Only):

                                 (404) 588-7335
                             Attention: Jack Ellerin

                              Confirm by Telephone:

                                 (404) 588-7296

     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE 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 ______,
2003 (the "Prospectus") of Phillips-Van Heusen Corporation, a Delaware
corporation (the "Company"), and this Letter of Transmittal (this "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange each $1,000 principal amount at maturity of its 8 1/8%
Senior Notes due 2013 (the "Exchange Notes"), which have been registered under
the Securities Act of 1933 (the "Securities Act"), for each $1,000 principal
amount at maturity of its outstanding 8 1/8% Senior Notes due 2013 (the
"Outstanding Notes") from the registered holders thereof. The term "Expiration
Date" shall mean 5:00 p.m., New York City time, on _______, 2003, unless the
Company extends the Exchange Offer, in which case the term shall mean the latest
date and time to which the Exchange Offer is extended.


<PAGE>

     For each Outstanding Note accepted for exchange, the Holder of such
Outstanding Note will receive an Exchange Note having a principal amount equal
to the principal amount at maturity of the surrendered Outstanding Note.
Interest on the Exchange Notes will accrue from the last interest payment date
on which interest was paid on the Outstanding Notes surrendered for them, or, if
no interest has been paid on such Outstanding Notes, from May 5, 2003. The
Company will not pay interest on the Outstanding Notes accepted for exchange.
Interest is payable on May 1 and November 1 of each year, commencing November 1,
2003.

     The term "Holder" with respect to the Exchange Offer means any person in
whose name Outstanding Notes are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder. 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 of Transmittal in its entirety.

     The Company will issue Exchange Notes for Outstanding Notes that it has
accepted for exchange under the Exchange Offer only after the Exchange Agent
timely receives:

     (1) Outstanding Notes or a timely book-entry confirmation that Outstanding
         Notes have been transferred in the Exchange Agent's account at The
         Depository Trust Company ("DTC"); and

     (2) this Letter of Transmittal, properly completed and duly executed, and
         all other required documents or a properly transmitted agent's message.
         "Agent's message" means a message, transmitted by DTC and received by
         the Exchange Agent and forming part of a book-entry confirmation, which
         states that DTC has received an express acknowledgment from a
         participant tendering Outstanding Notes that are the subject of the
         book-entry confirmation that the participant has received and agrees to
         be bound by the terms of the Letter of Transmittal, and that the
         Company may enforce that agreement against the participant.

See Instruction 1.

     Holders of Outstanding Notes whose certificates are not immediately
available, or who are unable to deliver their certificates or confirmation of
the book-entry tender of their Outstanding Notes into the Exchange Agent's
account at DTC and all other documents required by this Letter of Transmittal to
the Exchange Agent on or prior to the Expiration Date, must tender their
Outstanding Notes according to the guaranteed delivery procedures set forth in
the Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2.

     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 COPIES OF THE PROSPECTUS
OR THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

     DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE
AGENT.


                                       2
<PAGE>

     List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, certificate or registration
numbers and principal amounts should be listed on a separately signed schedule
affixed hereto.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                               DESCRIPTION OF 8 1/8% SENIOR NOTES DUE 2013 TENDERED HEREBY
-------------------------------------------------------------------------------------------------------------------
                                                                                AGGREGATE
                                                                                PRINCIPAL
                                                                                 AMOUNT
  NAME(S) AND ADDRESS(ES) OF REGISTERED                                        REPRESENTED
          OUTSTANDING NOTE HOLDER(S)                        CERTIFICATE OR          BY
                                                             REGISTRATION      OUTSTANDING      PRINCIPAL AMOUNT
          (PLEASE FILL IN)                                    NUMBER(S)*          NOTES*            TENDERED**
-------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                     <C>               <C>
                                                      -------------------------------------------------------------

                                                      -------------------------------------------------------------

                                                      -------------------------------------------------------------

                                                      -------------------------------------------------------------
                                                      TOTAL:
-------------------------------------------------------------------------------------------------------------------
*   Need not be completed by Holders tendering by book-entry transfer.
**  Unless otherwise indicated, the Holder will be deemed to have tendered ALL of the Outstanding Notes represented
by the Outstanding Note indicated. All tenders must be in integral multiples of $1,000 for the Notes.
-------------------------------------------------------------------------------------------------------------------
</TABLE>

[ ]  CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:


     Name of Tendering Institution:_____________________________________________

     Account Number:____________________________________________________________

     Transaction Code Number:___________________________________________________


         By crediting the Outstanding Notes to the Exchange Agent's account at
     DTC using the Automated Tender Offer Program ("ATOP") and by complying with
     applicable ATOP procedures with respect to the Exchange Offer, including
     transmitting to the Exchange Agent an agent's message in which the Holder
     of the Outstanding Notes acknowledges and agrees to be bound by the terms
     of, and makes the representations and warranties contained in, this Letter
     of Transmittal, the participant at DTC confirms on behalf of itself and the
     beneficial owners of such Outstanding Notes all provisions of this Letter
     of Transmittal (including all representations and warranties) applicable to
     it and such beneficial owner as fully as if it had completed the
     information required herein and executed and transmitted this Letter of
     Transmittal to the Exchange Agent.

[ ]  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:_____________________


                                       3
<PAGE>


     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 PROSEPCTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO:

     Name:______________________________________________________________________

     Address:___________________________________________________________________


                                       4

<PAGE>

               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 Company 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 Company 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 irrevocablely
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 Company 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 Company 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 that (1) 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 (2) neither the undersigned nor any such other person is
engaged or intends to engage in, or 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 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 acknowledges that, if they are participating in the Exchange
Offer for the purposes of distributing the Exchange Notes, (i) they must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with the resale transaction and (ii) 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 Company. If the undersigned or the person receiving the
Exchange Notes covered by this Letter of Transmittal is an affiliate (as defined
under Rule 405 of the Securities Act) of the Company, the undersigned represents
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.

     Subject to the foregoing representations and based on interpretations of
the Securities and Exchange Commission ("SEC") staff, Exchange Notes issued
pursuant to the Exchange Offer may be offered for resale, resold or otherwise
transferred by their Holders without compliance with the registration and
prospectus delivery requirements of the Securities Act. Any Holder who tenders
in the Exchange Offer for the purpose of participating in a distribution of the
Exchange Notes:

     (1) could not rely on the applicable interpretations of the SEC; and

     (2) must comply with the registration and prospectus delivery requirements
         of the Securities Act in connection with a secondary resale
         transaction.

     The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or the Company 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.

                                       5
<PAGE>

     The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "Exchange Offer -- Conditions." The undersigned
recognizes that as a result of those conditions (which may be waived, in whole
or in part, by the Company), as more particularly set forth in the Prospectus,
the Company 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 if an Exchange Note is to be
mailed to someone 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 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, signatures(s) on this Letter of Transmittal must be guaranteed
by an Eligible Institution (defined in Instruction 2).

--------------------------------------------------------------------------------
                        SPECIAL REGISTRATION INSTUCTIONS

     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:

________________________________________________________________________________

Employer Identification or Social Security Number:

________________________________________________________________________________
                             (please print or type)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                          SPECIAL DELIVERY INSTRUCTIONS

     To be completed ONLY if the Exchange Notes are to be sent to someone other
than the undersigned, or the undersigned at an address other than that shown
under "Description of 8 1/8% Senior Notes due 2013 Tendered Hereby"

Name:___________________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________

Employer Identification or Social Security Number:

________________________________________________________________________________
                             (please print or type)
--------------------------------------------------------------------------------

                                       6

<PAGE>

--------------------------------------------------------------------------------
               REGISTERED HOLDER(S) OF OUTSTANDING NOTES SIGN HERE
                (In addition, complete Substitute Form W-9 below)


X_______________________________________________________________________________

X_______________________________________________________________________________

Must be signed by registered holder(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 holders(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):


                                                  SIGNATURE GUARANTEE
-------------------------------------       (If Required -- See Instruction 4)
  Name and Capacity (full title)

-------------------------------------      -------------------------------------
                                              (Signature of Representative of
                                                  Signature Guarantor)

-------------------------------------


-------------------------------------      -------------------------------------
     Address (including zip code)                   (Name and Title)


-------------------------------------      -------------------------------------
  (Area Code and Telephone Number)                   (Name of Plan)


-------------------------------------      -------------------------------------
 (Taxpayer Identification or Social           (Area Code and Telephone Number)
             Security No.)

  Dated:____________________, 2003            Dated:____________________, 2003
--------------------------------------------------------------------------------

                                       7
<PAGE>

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                    PAYOR'S NAME: PHILLIPS-VAN HEUSEN CORPORATION
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>                                                             <C>
                            PART 1 - PLEASE PROVIDE YOUR TAX IDENTIFICATION                        Social Security Number
   SUBSTITUTE               NUMBER ("TIN") IN THE BOX AT RIGHT AND CERTIFY BY
   FORM W-9                 SIGNING AND DATING BELOW                                        --------------------------------------
                                                                                                             OR


                                                                                            --------------------------------------
                                                                                                 Employer Identification Number
                            --------------------------------------------------------------------------------------------------------
                            PART 2 - CERTIFICATION -- Under Penalties of Perjury, I certify that:

                            (1)   The number shown on this form is my correct TIN (or I am waiting for a number to be issued to me).
                            (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.
                            (3)   I am a U.S. person.
                            --------------------------------------------------------------------------------------------------------
PAYER'S REQUEST FOR TIN     CERTIFICATION INSTRUCTIONS -- You must cross out item (2) in                     PART 3--
                            Part 2 above if you have been notified by the IRS that you
                            are subject to backup withholding because you have failed to
                            report all interest or dividends on your tax return. However,                  Awaiting TIN [ ]
                            if after being notified by the IRS that you were subject to
                            backup withholding you received another notification from
                            the IRS stating that you are no longer subject to backup
                            withholding, do not cross out item (2).

                            Signature___________________________ Date ____________, 2003


                            -------------------------------------------------------------
                            Name (Please Print)
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE:     FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
          WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER
          AND THE SOLICITATION. 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 SUBSTITUTE FORM W-9.

--------------------------------------------------------------------------------
             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 (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate IRS Center or
Social Security Administration Office or (b) I intend to mail or deliver an
application in the near future. I understand that if I have not provided a
taxpayer identification number, 28% of all reportable payments made to me will
be withheld until I provide a number.

                                                                          , 2003
--------------------------------------   ---------------------------------
       Signature                                        Date

--------------------------------------
        Name (Please Print)
--------------------------------------------------------------------------------

                                       8
<PAGE>

                      INSTRUCTIONS TO LETTER OF TRANSMITTAL

                    FORMING PART OF THE TERMS AND CONDITIONS
                              OF THE EXCHANGE OFFER

     1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OUTSTANDING NOTES. Only a
Holder may tender Outstanding Notes in the Exchange Offer. If you wish to tender
your Outstanding Notes for exchange in this Exchange Offer, you must transmit to
the Exchange Agent on or before 5:00 p.m., New York City time, on the Expiration
Date either:

         (a) an original or a facsimile of a properly completed and duly
     executed copy of this Letter of Transmittal, together with your Outstanding
     Notes and any other documentation required by this Letter of Transmittal,
     at the address provided on the cover page of this Letter of Transmittal; or

         (b) if the Outstanding Notes you own are held of record by DTC in
     book-entry form and you are making delivery, by book-entry transfer, a
     computer-generated message transmitted by means of DTC's ATOP program in
     which you acknowledge and agree to be bound by the terms of this Letter of
     Transmittal and which, when received by the Exchange Agent, will form a
     part of a confirmation of book-entry transfer, DTC will facilitate the
     exchange of your Outstanding Notes and update your account to reflect the
     issuance of the Exchange Notes to you. ATOP allows you to electronically
     transmit your acceptance of the Exchange Offer to DTC instead of physically
     completing and delivering this Letter of Transmittal to the Exchange Agent.

     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.

     Delivery to an address other than as set forth herein, or instruction via a
facsimile number other than the one set forth herein, will not constitute a
valid delivery.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders, by execution of this Letter of Transmittal (or
facsimile thereof) or otherwise complying with the tender procedures set forth
in the Prospectus, shall waive any right to receive notice of the acceptance of
the Outstanding Notes for exchange.

     See the "Exchange Offer" section of the Prospectus.

     2. GUARANTEED DELIVERY PROCEDURES. Guarantee of delivery procedures are
applicable to the Outstanding Notes. 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 17Ad-15 under the Exchange Act (an "Eligible Institution");

         (b) prior to the Expiration Date, the Exchange Agent receives from such
     Eligible Institution a properly completed and duly executed Notice of
     Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
     setting forth the name and address of the Holder, the registration

                                       9
<PAGE>

     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 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 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 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 New York Stock Exchange trading days after the Expiration
     Date.

     Upon written request to the Exchange Agent, a Notice of Guaranteed Delivery
will be sent to Holders who wish to tender their Outstanding Notes according to
the guaranteed delivery procedures set forth above. 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 Delivery relating to such Outstanding Notes prior to the Expiration
Date. Failure to comply with 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. 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" in the box entitled "Description of 81/8%
Senior Notes due 2013 Tendered Hereby." A newly issued Outstanding 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
or the Holder must otherwise comply with the withdrawal procedures of DTC, as
described in the Prospectus. Any such notice of withdrawal must (a) specify the
name of the person having deposited the Outstanding Notes to be withdrawn (the
"Depositor"), (b) 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), (c) 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 (d) 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 Company, 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 the Exchange Offer.

     4. 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

                                       10
<PAGE>

Transmittal is signed by a 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 on 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 Deliver 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 position 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 a security position listing as the owner of the
Outstanding Notes, exactly as the name of the participant 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 Company, proper evidence
satisfactory to the Company of their authority so to act must be submitted.

     5. 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 Outstanding 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.

     6. TRANSFER TAXES. The Company shall pay all transfer taxes, if any,
applicable to the transfer and exchange of Outstanding Notes to it or its order
pursuant to the Exchange Offer. If a transfer tax is imposed for any reason
other than the transfer and exchange of Outstanding Notes to the Company 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 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 6, it will not be necessary for
transfer stamps to be affixed to the Outstanding Notes listed in this Letter of
Transmittal.

                                       11
<PAGE>

     7. WAIVER OF CONDITIONS. The Company 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.

     8. 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.

     9. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus or this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number(s) set forth above.

     10. 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 Company in
its sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject any and all Outstanding Notes not properly
tendered or any Outstanding Notes the Company's acceptance of which would, in
the opinion of counsel for the Company, be unlawful. The Company also reserves
the right, in its reasonable judgment, to waive any defects, irregularities or
conditions of tender as to particular Outstanding Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in this Letter of Transmittal) will be final and binding on all
parties. Unless waived, any defects or irregularities in connection with tenders
of Outstanding Notes must be cured within such time as the Company shall
determine. Although the Company intends to notify Holders of defects or
irregularities with respect to tenders of Outstanding Notes, neither the
Company, 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.

                            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 Tax
Identification Number ("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 ("IRS"). In addition, payments that are made to such
Holder with respect to Notes exchanged pursuant to the Exchange Offer may be
subject to backup withholding.

     Certain Holders (including, among others, U.S. corporations, financial
institutions and certain non-U.S. individuals and non-U.S. entities) generally
are not subject to these backup withholding and reporting requirements. Such
Holders should complete the Substitute Form W-9 and write "Exempt" on the face
thereof. A United States 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. Non-United States Holders must submit a properly
completed IRS Form W-8BEN or other appropriate IRS Form W-8 to avoid backup
withholding. IRS Form W-8BEN or such other appropriate IRS Form W-8 may be
obtained by contacting the Exchange Agent at the address on the face of this
Letter of Transmittal.

     If backup withholding applies, the Exchange Agent is required to withhold
28% 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 IRS.

                                       12
<PAGE>

     PURPOSE OF SUBSTITUTE FORM W-9. To prevent backup withholding on payments
that are made to a Holder with respect to Notes exchanged pursuant to the
Exchange Offer, 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
IRS that he or she is subject to backup withholding as a result of failure to
report all interest or dividends or (iii) the IRS 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 Notes. If Outstanding Notes are in more than one
name or are not in the name of the actual Holder, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 or the instructions on IRS Form W-9, which may be obtained from the
Exchange Agent, 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.
Notwithstanding that the box in Part 2 is checked and the box captioned
Certificate of Awaiting Taxpayer Identification Number is completed, the Holder
will be subject to backup withholding on all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent. The Exchange Agent
will retain such amounts withheld during the 60-day period following the date of
the Substitute Form W-9. If the Holder furnishes the Exchange Agent with its TIN
within 60 days after the date of the Substitute Form W-9, the amounts retained
during the 60-day period will be remitted to the Holder and no further amounts
shall be retained or withheld from payments made to the Holder thereafter. If,
however, the Holder has not provided the Exchange Agent with its TIN within such
60-day period, amounts withheld will be remitted to the IRS as backup
withholding. In addition, backup withholding will apply to all payments made
thereafter until a correct TIN is provided.

     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.

                                       13
<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>
--------------------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:                                           GIVE THE SOCIAL SECURITY NUMBER OF--
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>
1.    An Individual's account                                       The individual

2.    Two or more individuals (joint account)                       The actual owner of the account or, if combined funds, the
                                                                    first individual on the account(1)

3.    Custodian account of a minor (Uniform Gift to Minors Act)     The minor(2)

4.    a.  The usual revocable savings trust account (grantor        The grantor-trustee(1)
          is also trustee)
      b.  So-called trust account that is not a legal or valid      The actual owner(1)
          trust under State law

5.    Sole proprietorship or single-owner LLC account               The owner(3)
--------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------
FOR THIS TYPE OF ACCOUNT:                                            GIVE THE EMPLOYER IDENTIFICATION NUMBER OF--
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>
6.    A valid trust, estate, or pension trust account                Legal entity(4)

7.    Corporate or LLC electing corporate status account             The corporation

8.    Association, club, religious, charitable, educational, or      The organization
      other tax-exempt organization account

9.    Partnership or multi-member LLC account                        The partnership

10.   A broker or registered nominee                                 The broker or nominee

11.   Account with the Department of Agriculture in the name of      The public entity
      a public entity (such as a State or local government, school
      district, or prison) that receives agricultural program
      payments
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  List first and circle the name of the person whose number you furnish. If
     only one person on a joint account has a Social Security number, that
     person's number must be furnished.

(2)  Circle the minor's name and furnish the minor's Social Security number.

(3)  You must show your individual name, but you may also enter your business or
     "doing business as" name. You may use either your Social Security number or
     employer identification number (if you have one).

(4)  List first and circle the name of the legal trust, estate, or pension
     trust. Do not furnish the identifying number of the personal representative
     or trustee unless the legal entity itself is not designated in the account
     title.

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.

                                       14
<PAGE>

             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

OBTAINING A NUMBER
If you don't 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 IRS and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING
Backup withholding is not required on any payments made to the following:

o    An organization exempt from tax under section 501(a), an individual
     retirement account (IRA), or a custodial account under section 403(b)(7),
     if the account satisfies the requirements of section 401(f)(2).

o    The United States or any agency or instrumentality thereof.

o    A State, the District of Columbia, a possession of the United States, or
     any subdivision or instrumentality thereof.

o    A foreign government, a political subdivision of a foreign government, or
     any agency or instrumentality thereof.

o    An international organization or any agency, or instrumentality thereof.

Other payees that may be exempt from backup withholding:

o    A corporation.

o    A financial institution.

o    A dealer in securities or commodities required to register in the U.S., the
     District of Columbia or a possession of the U. S.

o    A real estate investment trust.

o    A common trust fund operated by a bank under section 584(a).

o    A trust exempt from tax under section 664 or described in section 4947.

o    An entity registered at all times during the tax year under the Investment
     Company Act of 1940.

o    A middleman known in the investment community as a nominee or custodian

o    A foreign central bank of issue.

Exempt payees described above should file Form W-9 to avoid possible erroneous
backup withholding. SIGN, DATE AND FILE THIS FORM WITH THE PAYER, FURNISH YOUR
TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FORM, AND RETURN IT TO
THE PAYER.

PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payment of dividends and patronage dividends including the following:

o    Payments to nonresident aliens subject to withholding under section 1441.

o    Payments to partnerships not engaged in a U.S. trade or business and that
     have at least one non-resident alien partner.

o    Payments of patronage dividends where the amount received is not paid in
     money.

o    Payments made by certain foreign organizations.

o    Section 404(k) payments made by an ESOP.

Payments of interest including the following:

o    Payments of interest on obligations issued by individuals. However, 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.

o    Payments of tax-exempt interest (including exempt-interest dividends under
     section 852).

o    Payments described in section 6049(b)(5) to non-resident aliens.

o    Payments on tax-free covenant bonds under section 1451.

o    Payments made by certain foreign organizations.

o    Mortgage or student loan interest paid to you.

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, 6041A, 6045,
6050A and 6050N.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend,
interest, or other payments to give their taxpayer identification numbers to
payers 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. Payers must generally withhold 28%
of taxable interest, dividend, and certain other payments to a payee who does
not furnish a taxpayer identification number to a payer. Certain penalties may
also apply.

PENALTIES
(1) 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 that results in no 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 CONSULTANT OR THE IRS.


                                     15


</TEXT>
</DOCUMENT>
