EXHIBIT 99.1
LETTER OF TRANSMITTAL
LOWE'S COMPANIES, INC.
To Tender 6 1/2% Debentures due March 15, 2029
In Exchange for Registered 6 1/2% Debentures due March 15, 2029
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
5:00 P.M., NEW YORK CITY TIME, ON AUGUST __, 1999,
UNLESS THE OFFER IS EXTENDED
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To The First National Bank of Chicago (the "Exchange Agent")
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 July __,
1999 (the "Prospectus") of Lowe's Companies, Inc. (the "Company") and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount
of its 6 1/2% Debentures due March 15, 2029 (the "Registered Debentures"), 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 its outstanding 6 1/2% Debentures
due March 15, 2029 (the "Old Debentures"). The terms of the Registered
Debentures are identical in all material respects (including principal amount,
interest rate and maturity) to the terms of the Old Debentures for which they
may be exchanged pursuant to the Exchange Offer, except that (i) the Registered
Debentures have been registered under the Securities Act and, therefore, will
not bear legends restricting the transfer thereof and (ii) holders of Registered
Debentures will not be entitled to certain rights of holders of Old Debentures
under the Registration Rights Agreement. The term "Expiration Date" shall mean
5:00 p.m., New York City time, on August __, 1999, unless the Company, in its
sole discretion, 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.
Holders who wish to tender their Old Debentures must, at a minimum, fill in
the necessary account information in the table below entitled "Account
Information" (the "Account Information Table"), complete columns (1) through (3)
in the table below entitled "Description of Old Debentures Tendered" (the
"Description Table"), complete and sign in the box below entitled "Registered
Holder(s) of Old Debentures Sign Here" and complete the Substitute Form W-9. If
a holder wishes to tender less than all of such Old Debentures delivered to the
Exchange Agent, column (4) of the Description Table must be completed in full.
See Instruction 3.
Holders of Old Debentures that are tendering by book-entry transfer to the
Exchange Agent's account at The Depository Trust Company ("DTC") can execute the
exchange through the DTC Automated Tender Offer Program ("ATOP"), for which the
transaction will be eligible. DTC participants that are accepting the exchange
should transmit their acceptance to DTC, which will edit and 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. Delivery of the Agent's Message by DTC will satisfy the terms of
the exchange as to execution and delivery of a Letter of Transmittal by the
participant identified in the Agent's Message. DTC participants may also accept
the exchange by submitting a notice of guaranteed delivery through ATOP.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undersigned agree to take with respect to
the Exchange Offer. Holders who wish to tender their Old Debentures must
complete this Letter of Transmittal in its entirety.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE ACCOMPANYING
INSTRUCTIONS, AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
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 AND THIS
LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT OR THE COMPANY. SEE
INSTRUCTION 9.
List below the Old Debentures to which this Letter of Transmittal relates.
If the space indicated below is inadequate, the Certificate Numbers and
Principal Amounts should be listed on a separately signed schedule affixed
hereto.
* 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 Old Debentures. All
tenders must be in integral multiples of $1,000.
This Letter of Transmittal is to be used (i) if certificates of Old
Debentures are to be forwarded herewith, (ii) if delivery of Old Debentures is
to be made by book-entry transfer to an account maintained by the Exchange Agent
at DTC, pursuant to the procedures set forth in "The Exchange Offer--Procedures
for Tendering Old Debentures" in the Prospectus or (iii) if tender of the Old
Debentures 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.
The term "Holder" with respect to the Exchange Offer means any person in
whose name Old Debentures are registered on the books of the Company or any
other person who has obtained a properly completed bond power from the
registered holder.
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ACCOUNT INFORMATION
[_] CHECK HERE IF TENDERED OLD DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution___________________________________________________
If delivered by book-entry transfer:
Account Number_______________________ Transaction Code Number_________________
Holders whose Old Debentures are not immediately available or who cannot deliver
their Old Debentures and all other documents required hereby to the Exchange
Agent on or prior to the Expiration Date must tender their Old Debentures
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 OLD DEBENTURES 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 delivered 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_______________________________
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NOTE: SIGNATURES MUST BE PROVIDED BELOW
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 Old
Debentures indicated above in exchange for a like principal amount of the
Registered Debentures. Subject to, and effective upon, the acceptance for
exchange of such Old Debentures 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 Old Debentures as are being tendered
hereby, including all rights to accrued and unpaid interest thereon as of the
Expiration Date and any and all claims in respect of or arising or having arisen
as a result of the undersigned's status as a holder of, all Old Debentures
tendered hereby. 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 Company in connection with the Exchange Offer) to cause the Old Debentures
to be assigned, transferred and exchanged. The undersigned represents and
warrants that (a) it has full power and authority to tender, exchange, assign
and transfer the Old Debentures and to acquire Registered Debentures issuable
upon the exchange of such tendered Old Debentures; and (b) when the same are
accepted for exchange, the Company will acquire good and unencumbered title to
the tendered Old Debentures, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim.
The undersigned is the registered owner of all tendered Old Debentures and
the undersigned represents that it has received from each beneficial owner of
tendered Old Debentures ("Beneficial Owners") a duly completed and executed form
of "Instructions to Registered Holder and/or Book-Entry Transfer Facility
Participant from Beneficial Owner" accompanying this Letter of Transmittal,
instructing the undersigned to take the action described in this Letter of
Transmittal.
The undersigned understands that, subject to the terms and conditions of the
Exchange Offer, Old Debentures properly tendered and not withdrawn will be
exchanged for Registered Debentures. If any amount of tendered Old Debentures
is not exchanged for any reason, or if certificates are submitted that evidence
a greater principal amount of Old Debentures than the principal amount to be
tendered, such unexchanged Old Debentures or Old Debentures for untendered
amounts, as the case may be, will be returned, without expense, to the
undersigned, either to the book-entry transfer facility account from which
tender was effected or to the address below if Old Debentures were tendered in
physical form.
The undersigned hereby represents to the Company that (i) the Registered
Debentures acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the person receiving such Registered Debentures,
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 Registered Debentures. If the
undersigned or the person receiving the Registered Debentures covered hereby is
a broker-dealer that is receiving the Registered Debentures for its own account
in exchange for Old Debentures 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 Registered Debentures; 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 Registered Debentures, (i) they cannot
rely on the position of the staff of the Securities and Exchange Commission
enunciated in Exxon Capital Holdings Corporation (available May 13, 1988),
Morgan Stanley & Co., Incorporated (available June 5, 1991) 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 (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
Registered Debentures covered by this letter is an affiliate (as defined under
Rule 405 of the Securities Act) of the Company, the undersigned represents to
the Company that the undersigned understands and acknowledges that such
Registered Debentures 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 Company to be
necessary or desirable, to complete the exchange, assignment and transfer of
tendered Old Debentures or transfer ownership of such Old Debentures on the
account books maintained by a book-entry transfer facility. The undersigned
further agrees that acceptance of any tendered Old Debentures by the Company and
the issuance of Registered Debentures in exchange therefor shall constitute
performance in full by the Company of its obligations under the Registration
Rights Agreement and that the Company shall have no further obligations or
liabilities thereunder for the registration of the Old Debentures or the
Registered Debentures.
The Exchange Offer is subject to certain conditions set forth in the
Prospectus under the caption "The Exchange Offer--Conditions to Exchange Offer."
The undersigned recognizes that as a result of these 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 Old
Debentures tendered hereby and, in such event, the Old Debentures not exchanged
will be returned to the undersigned at the address shown below the signature of
the undersigned.
TENDERS OF OLD DEBENTURES MADE PURSUANT TO THE EXCHANGE OFFER MAY NOT BE
WITHDRAWN AFTER 5.00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. A
PURPORTED NOTICE OF WITHDRAWAL WILL BE EFFECTIVE ONLY IF DELIVERED TO THE
EXCHANGE AGENT IN ACCORDANCE WITH THE SPECIFIC PROCEDURES SET FORTH IN THE
PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER--WITHDRAWAL RIGHTS."
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 Old Debentures may be withdrawn at any
time prior to the Expiration Date only in accordance with the procedures set
forth in the Instructions contained in the Letter of Transmittal and the
Prospectus.
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 Registered Debentures delivered in exchange
for tendered Old Debentures, and any Old Debentures 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 the 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 Old Debentures 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).
Special Registration Instructions
To be completed ONLY if the Registered Debentures and any Old Debentures
delivered herewith but not exchanged are to be issued in the name of someone
other than the undersigned or are to be returned by credit to an account
maintained by a book-entry transfer facility.
Issue Registered Debentures and any Old Debentures delivered herewith but not
exchanged to:
Name_____________________________________________
Address:_________________________________________
_________________________________________
(Please print or type)
Credit Registered Debentures and any Old Debentures delivered herewith but not
exchanged to the following book-entry transfer facility account:
_________________________________________________
(Name of book-entry transfer facility)
_________________________________________________
(Account number)
Registered Holder(s) of Old Debentures Sign Here
(In addition, complete Substitute Form W-9 Below)
X_______________________________________________
X_______________________________________________
(Signature(s) of Registered Holder(s))
Must be signed by registered holder(s) exactly as name(s) appear(s) on the
Old Debentures or on a security position listing as the owner of the Old
Debentures 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:________________________________________
Dated:___________________________________
Signature Guarantee (If required -- See Instruction 4)
Authorized Signature:__________________________________________________
(Signature of Representative of Signature Guarantor)
Name and Title:________________________________________________________
Name of Firm:__________________________________________________________
Area Code and Telephone Number:________________________________________
(Please print or type)
Dated:_____________________________________
Special Delivery Instructions
To be completed ONLY if the Registered Debentures and any Old Debentures
delivered herewith but not exchanged are to be sent to someone other than the
undersigned, or to the undersigned at an address other than that shown under
"Description of Old Debentures Tendered."
Mail Registered Debentures and any Old Debentures delivered herewith but not
exchanged to:
Name_______________________________________
Address:___________________________________
___________________________________
(Please print or type)