<PAGE>   1
 
                                                                    EXHIBIT 99.1
 
                          PACIFIC GULF PROPERTIES INC.
 
                             LETTER OF TRANSMITTAL
 
        TO TENDER 8.375% CONVERTIBLE SUBORDINATED DEBENTURES DUE 2001 OF
    PACIFIC GULF PROPERTIES INC. IN EXCHANGE FOR SHARES OF ITS COMMON STOCK
 
   
     This Letter of Transmittal (the "Letter of Transmittal") is to be
completed, signed and mailed or delivered by the holders (the "Holders") of the
8.375% Convertible Subordinated Debentures Due 2001 (the "Debentures") of
Pacific Gulf Properties Inc., a Maryland corporation (the "Company"), who wish
to tender their Debentures in exchange for not greater than 58 and not less than
54 shares of the Company's Common Stock, $.01 par value per share (the "Common
Stock"), upon the terms and subject to the conditions set forth in the
Prospectus dated November 8, 1996 (the "Prospectus") and this Letter of
Transmittal.
    
 
   
   THE EXCHANGE OFFER WILL EXPIRE AT 5:00 NEW YORK CITY TIME, ON DECEMBER 10,
    
     1996 (AS SUCH DATE MAY BE EXTENDED, THE "EXPIRATION DATE"). DEBENTURES
      TENDERED MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION DATE.
 
   
                             The Exchange Agent is:
    
 
                       HARRIS TRUST COMPANY OF CALIFORNIA
 
<TABLE>
<S>                                   <C>                                   <C>
               By Mail:                       By Overnight Courier:                        By Hand:
  Harris Trust Company of California    Harris Trust Company of California    Harris Trust Company of California
 c/o Harris Trust Company of New York  c/o Harris Trust Company of New York  c/o Harris Trust Company of New York
         Wall Street Station                77 Water Street, 4th Floor                  Receive Window
            P.O. Box 1010                       New York, NY 10005                77 Water Street, 5th Floor
       New York, NY 10268-1010                                                        New York, NY 10005
                                            By Facsimile Transmission:
                                         (For Eligible Institutions Only)
                                                  (212) 701-7636
                                                  (212) 701-7637
                                              Confirm by Telephone:
                                                  (212) 701-7624
</TABLE>
 
--------------------------------------------------------------------------------
                       DESCRIPTION OF DEBENTURES TENDERED
                           (SEE INSTRUCTIONS 5 AND 7)
 
<TABLE>
<S>                                                            <C>                   <C>                   <C>
------------------------------------------------------------------------------------------------------------------------------
        NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)                               DEBENTURES TENDERED
 (PLEASE FILL IN EXACTLY AS NAME(S) APPEAR(S) ON DEBENTURE(S))               (ATTACH ADDITIONAL LIST IF NECESSARY)
 ------------------------------------------------------------------------------------------------------------------------------
                                                                                        TOTAL PRINCIPAL
                                                                                           AMOUNT OF
                                                                                           DEBENTURES
                                                                                         REPRESENTED BY     PRINCIPAL AMOUNT OF
                                                                     DEBENTURE             DEBENTURE             DEBENTURES
                                                                     NUMBER(S)*         CERTIFICATE(S)*          TENDERED**
                                                                ---------------------------------------------------------------
                                                                ---------------------------------------------------------------
                                                                ---------------------------------------------------------------
                                                                ---------------------------------------------------------------
                                                                ---------------------------------------------------------------
                                                                ---------------------------------------------------------------
                                                                  TOTAL PRINCIPAL
                                                                     AMOUNT OF
                                                                     DEBENTURES
 ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
 * Need not be completed by Debenture holders tendering by book-entry transfer.
 
** Unless otherwise indicated, it will be assumed that all Debentures
   represented by any certificates delivered to the Exchange Agent are being
   tendered. See Instruction 5 and 9.
<PAGE>   2
 
     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN ONE LISTED ABOVE
WILL NOT CONSTITUTE A VALID DELIVERY.
 
     THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THE LETTER OF TRANSMITTAL IS COMPLETED.
 
     This Letter of Transmittal is to be used if Debentures are to be forwarded
herewith or if delivery of Debentures is to be made by book-entry transfer to
the Exchange Agent's account at The Depository Trust Company ("DTC") or
Philadelphia Depository Trust Company ("PDTC") (hereinafter collectively
referred to as the "Book-Entry Transfer Facilities") pursuant to the procedures
set forth in the Prospectus.
 
     Debenture holders who cannot deliver their Debentures and all other
documents required hereby to the Exchange Agent by the Expiration Date (as
defined in the Prospectus) must tender their Debentures pursuant to the
guaranteed delivery procedure set forth in the Prospectus. See Instruction 2.
Delivery of documents to the Company or to a Book-Entry Transfer Facility does
not constitute a valid delivery.
 
(BOXES BELOW FOR USE BY ELIGIBLE INSTITUTIONS ONLY)
 
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    TO THE EXCHANGE AGENT'S ACCOUNT AT ONE OF THE BOOK-ENTRY TRANSFER FACILITIES
    AND COMPLETE THE FOLLOWING:
 
  Name of Tendering Institution
 
  Check Applicable Box:   [ ] DTC     [ ] PDTC
 
  Account No.
 
  Transaction Code No.
 
[ ] CHECK HERE IF TENDERED DEBENTURES ARE BEING DELIVERED PURSUANT TO A NOTICE
    OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
    THE FOLLOWING:
 
  Name(s) of Registered Debenture holder(s)
 
  Date of Execution of Notice of Guaranteed Delivery
 
  Name of Institution that Guaranteed Delivery
 
  If delivery is by book-entry transfer:
 
  Name of Tendering Institution
 
  Check Applicable Box:   [ ] DTC     [ ] PDTC
 
  Account No.
 
  Transaction Code No.
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW.
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
 
To Harris Trust Company of California, as Exchange Agent:
 
   
     The undersigned hereby acknowledges that he or she has received the
Prospectus of Pacific Gulf Properties Inc., a Maryland corporation (the
"Company"), dated November 8, 1996 (the "Prospectus"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together constitute the
Company's offer (the "Exchange Offer") to exchange, subject to the terms and
conditions set forth in the Offer, not greater than 58 and not less than 54
shares of its Common Stock, $.01 par value per share (the "Common Stock"), for
each $1,000 in principal amount of 8.375% Convertible Subordinated Debentures
Due 2001 of the Company (the "Debentures").
    
<PAGE>   3
 
     The undersigned hereby tenders to the Company the above-described
Debentures at an exchange rate per $1,000 principal amount of Debentures as
hereinafter set forth, pursuant to the Exchange Offer. The undersigned wishes to
tender the principal amount of Debentures set forth above in exchange for shares
of Common Stock pursuant to the Exchange Offer.
 
     The undersigned understands that tenders of Debentures pursuant to the
procedures described in the Prospectus under the heading "The Exchange
Offer -- Procedure for Tender" and the instructions hereto will constitute a
binding agreement between the undersigned and the Company upon the terms and
subject to the conditions described in the Prospectus.
 
     The undersigned represents and warrants that the undersigned has full power
and authority to surrender and deliver to you the above listed Debentures, and
to tender, sell and assign the Debentures being tendered pursuant hereto,
without restriction. The undersigned shall, upon request, execute and deliver
any additional documents necessary or desirable to complete the surrender of
such Debentures. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the undersigned's true and lawful agent and attorney-in-fact,
with full power of substitution, such power of attorney being deemed to be an
irrevocable power coupled with an interest, to deliver to the Company the below
listed Debentures (together with all accompanying evidence of authenticity),
against receipt by the Exchange Agent (as agent of the undersigned) of
certificates representing that number of shares of Common Stock that the
undersigned is entitled to receive for such Debentures pursuant to the Exchange
Offer. All authority conferred or agreed to be conferred herein shall survive
the death or incapacity of the undersigned and all obligations of the
undersigned shall be binding upon the successors, heirs, executors,
administrators, legal representatives and assigns of the undersigned.
 
   
     The undersigned understands that the Company will determine a single
exchange rate per $1,000 principal amount of Debentures (not greater than 58 nor
less than 54 shares of Common Stock per $1,000 principal amount of Debentures)
(the "Exchange Rate") that it will exchange for Debentures validly tendered and
not withdrawn pursuant to the Exchange Offer, taking into account the number of
Debentures so tendered and the exchange rates specified by tendering Debenture
Holders. The undersigned understands that the Company will select the lowest
Exchange Rate that will enable it to purchase a minimum of $37,672,550
Debentures (or such lesser number of Debentures as are validly tendered and not
withdrawn at exchange rates not greater than 58 nor less than 54 shares of
Common Stock per $1,000 principal amount of Debentures) pursuant to the Exchange
Offer. The undersigned understands that all Debentures properly tendered and not
withdrawn at exchange rates at or below the Exchange Rate will be exchanged at
the Exchange Rate, upon the terms and subject to the conditions of the Exchange
Offer, and that the Company will return all other Debentures, including
Debentures tendered and not withdrawn at exchange rates greater than the
Exchange Rate. The undersigned understands that all Debentures tendered without
a specified exchange rate will be deemed to be tendered at an exchange rate of
54 shares of Common Stock for each $1,000 principal amount of Debentures. The
undersigned understands that tenders of Debentures pursuant to any one of the
procedures described in the Prospectus and in the instructions hereto will
constitute an agreement between the undersigned and the Company upon the terms
and subject to the conditions of the Exchange Offer.
    
 
     The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may terminate or amend the Exchange Offer or may
postpone the acceptance for exchange of, or the exchange for, Debentures
tendered or may not be required to exchange any of the Debentures tendered
hereby or may accept for exchange fewer than all of the Debentures tendered
hereby.
 
   
     Unless otherwise indicated under the "Special Exchange Instructions,"
please issue Common Stock and any untendered Debentures in the name(s) of the
undersigned. Similarly, unless otherwise indicated under the "Special Delivery
Instructions," please mail the certificates representing Common Stock and any
untendered Debentures (and accompanying documents, as appropriate) to the
undersigned at the address shown below the undersigned's signature(s). In the
event that both the "Special Exchange Instructions" and the "Special Delivery
Instructions" are completed, please issue certificates representing Common Stock
and any untendered Debentures in the name(s) of, and forward certificates
representing Common Stock to, the person(s) so indicated.
    
<PAGE>   4
 
   
<TABLE>
------------------------------------------------------------------------------------------------------------
EXCHANGE RATE (IN SHARES OF COMMON STOCK PER $1,000 PRINCIPAL AMOUNT
OF DEBENTURES) AT WHICH DEBENTURES ARE BEING TENDERED
(SEE INSTRUCTION 6)
------------------------------------------------------------------------------------------------------------
CHECK ONLY ONE BOX. IF MORE THAN ONE BOX IS CHECKED, THERE IS
NO VALID TENDER OF DEBENTURES. IF NO BOX IS CHECKED, THE
TENDERED DEBENTURES WILL BE DEEMED TO BE TENDERED AT
54 SHARES OF COMMON STOCK FOR EACH $1,000
PRINCIPAL AMOUNT OF DEBENTURES.
------------------------------------------------------------------------------------------------------------
  <S>                 <C>                   <C>                   <C>                   <C>
  [ ]     54          [ ]     55            [ ]     56            [ ]     57            [ ]     58
------------------------------------------------------------------------------------------------------------
</TABLE>
    
 
                                   SIGN HERE
 
--------------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                           (SIGNATURE(S) OF OWNER(S))
 
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Debenture certificate(s) or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature is by
an officer of a corporation, trustee, executor, administrator, guardian,
attorney or other person acting in a fiduciary or representative capacity,
please set forth full title. For general information see Instructions. For
information concerning signature guarantees see Instruction 3.)
 
Dated:
      --------------------------- , 1996
 
Name(s):------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                                 (PLEASE PRINT)
 
Capacity (Full Title):
                      ----------------------------------------------------------
                               (SEE INSTRUCTIONS)
 
Address:
       -------------------------------------------------------------------------
 
--------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
Area Code and Telephone Number:
                               -------------------------------------------------
 
                            GUARANTEE OF SIGNATURES
                               (SEE INSTRUCTIONS)
 
Authorized Signature:
                     -----------------------------------------------------------
 
Name: --------------------------------------------------------------------------
 
Title:
      --------------------------------------------------------------------------
 
Name of Firm:
             ------------------------------------------------------------------
 
Address:
        ------------------------------------------------------------------------
 
Area Code and Telephone Number:
                               -------------------------------------------------
 
Dated:
      --------------------------- , 1996
<PAGE>   5
 
          ------------------------------------------------------------
 
                         SPECIAL EXCHANGE INSTRUCTIONS
 
   
        To be completed ONLY if certificates for shares of Common Stock or
   Debentures not tendered or accepted for exchange, are to be issued in the
   name of and sent to someone other than the undersigned.
    
 
   Issue Check or Certificate(s) to:
 
   Name
       ---------------------------------------------------------------
                                (PLEASE PRINT)
 
   Address
          ------------------------------------------------------------
 

          ------------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
          ------------------------------------------------------------
                             (TAX IDENTIFICATION OR
                              SOCIAL SECURITY NO.)
 
                        (SEE SUBSTITUTE FORM W-9 BELOW)
          ------------------------------------------------------------
 
          ------------------------------------------------------------
 
                         SPECIAL DELIVERY INSTRUCTIONS
 
   
        To be completed ONLY if certificates for shares of Common Stock,
   issued in the name of the undersigned, or Debentures not tendered or
   accepted for exchange, are to be sent to someone other than the
   undersigned or to the undersigned at an address other than that shown
   above.
    
 
   Mail Check or Certificate(s) to:
 
   Name
       ---------------------------------------------------------------
                                    (PLEASE PRINT)
 
   Address
          ------------------------------------------------------------
 

          ------------------------------------------------------------
                               (INCLUDE ZIP CODE)
 
          ------------------------------------------------------------
 
          ------------------------------------------------------------
<PAGE>   6
 
                                  INSTRUCTIONS
 
                       FORMING PART OF THE EXCHANGE OFFER
 
     1. Letter of Transmittal.  This Letter of Transmittal is being provided to
you to effect the exchange of Debentures for shares of the Company's Common
Stock.
 
   
     2. Guaranteed Delivery Procedures.  Holders who wish to tender their
Debentures and (i) whose Debentures are not immediately available or (ii) who
cannot deliver their Debentures or any other documents required by this Letter
of Transmittal to the Exchange Agent prior to the Expiration Date (or complete
the procedure for book-entry transfer on a timely basis), may tender their
Debentures according to the guaranteed delivery procedures set forth herein.
Pursuant to such procedures: (i) such tender must be made by or through an
Eligible Institution and a Notice of Guaranteed Delivery (as defined in the
Letter of Transmittal) must be signed by such Holder, (ii) on or prior to the
Expiration Date, the Exchange Agent must have received from the holder and the
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 certificate number or numbers of the
tendered Debentures, and the principal amount of tendered Debentures, stating
that the tender is being made thereby and guaranteeing that, within three (3)
business days after the date of delivery of the Notice of Guaranteed Delivery,
the tendered Debentures, a duly executed Letter of Transmittal or an Agent's
Message (as defined in the Prospectus) and any other required documents will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) such
properly completed and executed documents required by the Letter of Transmittal
and the tendered Debentures in proper form for transfer (or confirmation of a
book-entry transfer of such Debentures into the Exchange Agent's account at any
Book-Entry Transfer Facility and the receipt of an Agent's Message) must be
received by the Exchange Agent within three (3) business days after the date of
delivery of the Notice of Guaranteed Delivery. Any holder who wishes to tender
Debentures pursuant to the guaranteed delivery procedures described above must
ensure that the Exchange Agent receives the Notice of Guaranteed Delivery
relating to such Debentures prior to 5:00 p.m., New York City time, on the
Expiration Date.
    
 
     3. Signatures.
 
          (a) All signatures must correspond exactly with the way your name is
     written on the Debenture certificate(s) without alteration, variation or
     any change whatsoever.
 
          (b) If the Debenture(s) surrendered with this Letter of Transmittal is
     (are) owned of record by two or more joint owners, all such owners must
     sign the Letter of Transmittal.
 
   
          (c) If your Debentures are registered in different names on several
     certificates, it will be necessary to complete, sign and submit as many
     separate Letters of Transmittal as there are different registrations of
     Debentures.
    
 
          (d) If the Letter of Transmittal is signed by a trustee, executor,
     administrator, guardian, attorney-in-fact, officer of a corporation or
     other person acting in a fiduciary or representative capacity and such
     person is not the registered Debenture holder, such person must indicate
     their capacity when signing this Letter of Transmittal and must submit
     proper evidence of his or her authority to act.
 
     4. Signature Guarantee.  Each signature on a Letter of Transmittal or a
notice of withdrawal, as the case may be, must be guaranteed unless the
Debentures surrendered for exchange pursuant hereto are tendered (i) by a
registered holder of the Debentures who has not completed either the box
entitled "Special Exchange Instructions" or the box entitled "Special Delivery
Instructions" in the Letter of Transmittal, or (ii) for the account of a
financial institution (including most commercial banks, savings and loan
associations and brokerage houses) that is a participant in the Security
Transfer Agent Medallion Program, the New York Stock Exchange Medallion
Signature Guarantee Program or the Stock Exchange Medallion Program (an
"Eligible Institution"). In the event that a signature on a Letter of
Transmittal or a notice of withdrawal, as the case may be, is required to be
guaranteed, such guarantee must be by an Eligible Institution. If the Debenture
holder is a person other than the signer of this Letter of Transmittal, see
Instruction 8.
 
     5. Description of Debentures Tendered.  Please review, and if required,
make any corrections to, the form entitled "DESCRIPTION OF DEBENTURES TENDERED"
which sets forth the Debentures which are to be delivered to the Company with
this Letter of Transmittal upon your acceptance of the Exchange Offer.
 
   
     6. Indication of Exchange Rate at which Debentures are being Tendered.  For
Debentures to be validly tendered, the Debenture holder must check the box
indicating the exchange rate per $1,000 principal amount of Debentures at which
he or she is tendering Debentures under "Exchange Rate (In Shares of Common
Stock per $1,000 Principal Amount of Debentures) at Which Debentures Are Being
Tendered" in this Letter of Transmittal. Only one box may be checked. If more
than one box is checked, there is no valid tender of Debentures. If no box is
checked, the tendered Debentures will be deemed to be tendered at 54 shares of
Common Stock for each $1,000 principal amount of Debentures. A Debenture holder
wishing to tender portions of his or her Debenture holdings at different
exchange rates must complete a separate Letter of Transmittal for each exchange
rate at which he or she wishes to tender each such
    
<PAGE>   7
 
portion of his or her Debentures. The same Debentures cannot be tendered (unless
previously validly withdrawn as provided in the Prospectus) at more than one
exchange rate.
 
     7. Inadequate Space.  If the space provided is inadequate, the numbers of
the Debenture certificate(s) delivered for exchange should be listed on a
separate signed schedule and attached hereto.
 
     8. Bond Powers and Endorsements.  If the Letter of Transmittal is signed by
a person other than the registered holder of the Debentures, the Debentures
surrendered for exchange must either (i) be endorsed by the registered holder,
with the signature thereon guaranteed by an Eligible Institution, or (ii) be
accompanied by a bond power, in satisfactory form as determined by the Company
in its sole discretion, duly executed by the registered holder, with the
signature thereon guaranteed by an Eligible Institution. The term "registered
holder" as used herein with respect to the Debentures means any person in whose
name the Debentures are registered on the books of the Registrar.
 
     9. Partial Tenders (Not Applicable To Debenture holders Who Tender By
Book-Entry Transfer).  If fewer than all the Debentures represented by any
Debenture certificate delivered to the Exchange Agent are to be tendered, fill
in the number of Debentures that are to be tendered in the box entitled "Number
of Debentures Tendered." In such case, a new Debenture certificate for the
remainder of the Debentures represented by the old Debenture certificate will be
sent to the person(s) signing this Letter of Transmittal, unless otherwise
provided in the "Special Exchange Instructions" or "Special Delivery
Instructions" boxes on this Letter of Transmittal, as promptly as practicable
following the expiration or termination of the Exchange Offer. All Debentures
represented by Debenture certificates delivered to the Exchange Agent will be
deemed to have been tendered unless otherwise indicated.
 
   
     10. Special Delivery Instructions.  Unless instructions to the contrary are
given in the Special Delivery Instructions on this Letter of Transmittal,
certificates for shares of Common Stock issued pursuant to this Letter of
Transmittal, together with any untendered Debenture(s), will be mailed to the
address of the registered owner shown in the records of the Company.
    
 
   
     11. Lost or Destroyed Certificates.  If your Debenture certificates have
been either lost or destroyed, notify the Exchange Agent of this fact promptly
by mail at the address set forth above. You will then be instructed as to the
steps you must take in order to exchange the Debenture(s) that you own. You
should act promptly if you wish to protect your rights.
    
 
   
     12. Additional Copies.  Additional copies of this Letter of Transmittal may
be obtained from, and all inquires with respect to the surrender of the
Debentures should be made directly to D.F. King & Co., Inc., 77 Water Street,
New York, New York 10005; Telephone: (212) 269-5550 (collect) or 1-800-207-2014
(toll-free).
    
 
     13. Substitute Form W-9; Withholding.  Each surrendering Debenture holder
is required to provide the Company with such Debenture Holder's correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 and to certify whether
the Debenture holder is subject to backup withholding. The TIN that must be
provided is that of the registered holder of the Debenture(s) or of the last
transferee appearing in the transfers attached to or endorsed on the Debenture
certificate(s). Failure to provide the information on the Substitute Form W-9
may subject the surrendering Debenture holder to Federal income tax withholding
on payments made to such surrendering Debenture holder with respect to the
Debentures and on future interest payments or dividends, if any, paid by the
Company. A Debenture holder must cross out item (2) in the Certification box of
Substitute Form W-9 (Part 3) if such Debenture holder has been notified by the
Internal Revenue Service that such Debenture holder is currently subject to
backup withholding. The box in Part 2 of the Substitute Form W-9 should be
checked if the surrendering Debenture holder has not been issued a TIN and has
applied for a TIN or intends to apply for a TIN in the near future. If the box
in Part 2 is checked and the Company is not provided with a TIN within sixty
(60) days thereafter, the Company will withhold 31% of all such interest
payments and dividends until a TIN is provided to the Company. Foreign investors
should consult their tax advisors regarding the need to complete IRS Form W-8
and any other forms that may be required.
 
                           IMPORTANT TAX INFORMATION
 
     Under federal income tax law, the Company is required to file a report with
the Internal Revenue Service ("IRS") disclosing any payments of cash being made
to each Debenture holder pursuant to the Exchange Offer and to impose backup
withholding if required. If the correct certifications on Substitute Form W-9
are not provided, a $50 penalty may be imposed by the IRS and payments made for
Debentures may be subject to backup withholding. Withholding is also required if
the IRS notifies the recipient that it is subject to backup withholding as a
result of a failure to report interest and dividends.
<PAGE>   8
 
     In order to avoid backup withholding of Federal income tax resulting from a
failure to provide a correct certification, a recipient who is a United States
citizen or resident must provide the Company with his or her correct Taxpayer
Identification Number ("TIN") on the Substitute Form W-9 as set forth on this
Letter of Transmittal. Such recipient must certify under penalties of perjury
that such number is correct and that such recipient is not otherwise subject to
backup withholding. The TIN that must be provided is that of the registered
holder of the Debenture(s) or of the last transferee appearing on the transfers
attached to or endorsed on the Debenture certificate(s). Foreign investors
should consult their tax advisors regarding the need to complete IRS Form W-8
and any other forms that may be required.
 
     If backup withholding applies, the Company is required to withhold 31% of
any payments made to the recipient. Backup withholding is not an additional
Federal income tax. Rather, the Federal income tax liability of a person subject
to backup withholding will be the amount of tax withheld. If backup withholding
results in an overpayment of taxes, a refund may be obtained from the IRS.
 
               PAYOR'S NAME:  HARRIS TRUST COMPANY OF CALIFORNIA
 
<TABLE>
<S>                              <C>                                  <C>
--------------------------------------------------------------------------------
 SUBSTITUTE                       PART 1--PLEASE PROVIDE YOUR TIN IN   TIN:
 FORM W-9                         THE BOX AT RIGHT AND CERTIFY BY           Social Security Number or
 DEPARTMENT OF THE TREASURY       SIGNING AND DATING BELOW.                 Employer Identification
 INTERNAL REVENUE SERVICE                                              Number
                                 ------------------------------------------------------------------------
 PAYOR'S REQUEST FOR TAXPAYER    NAME (Please Print)                  PART 2--
 IDENTIFICATION NUMBER (TIN)     ------------------------------------- Awaiting TIN  [ ]
 AND CERTIFICATES                ADDRESS
                                 -------------------------------------
                                 CITY          STATE          ZIP
                                 CODE
                                 ------------------------------------------------------------------------
                                  PART 3--CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
                                  (1) the number shown on this form is my correct taxpayer identification
                                  number (or a TIN has not been issued to me but I have mailed or
                                  delivered an application to receive a TIN or intend to do so in the
                                  near future), (2) I am not subject to backup withholding either because
                                  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 the IRS has notified me that I am
                                  no longer subject to backup withholding, and (3) all other information
                                  provided on this form is true, correct and complete.
                                  SIGNATURE  DATE __________________
                                  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
                                  underreporting interest or dividends on your tax return.
---------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>   9
 
       YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX
                     IN PART 2 OF THE 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
Internal Revenue Service Center or Social Security Administration Office, or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number within sixty (60) days, 31%
of all reportable payments made to me thereafter will be withheld until I
provide a number.
 
-----------------------------------------------------   ------------------------
                    Signature                                    Date

-----------------------------------------------------   ------------------------
                    Signature                                    Date
 
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.
 
                   ANY QUESTIONS CONCERNING TENDER PROCEDURES
                   MAY BE DIRECTED TO THE INFORMATION AGENT.
 
                           The Information Agent is:
 
                             D.F. KING & CO., INC.
 
                                77 Water Street
                            New York, New York 10005
                    Telephone: (212) 269-5550 (call collect)
   
                     Telephone: 1-800-207-2014 (toll-free)
    
 
                             The Exchange Agent is:
 
                       HARRIS TRUST COMPANY OF CALIFORNIA
 
<TABLE>
<S>                                  <C>                                  <C>
              By Mail:                       By Overnight Courier:                      By Hand:
 Harris Trust Company of California   Harris Trust Company of California   Harris Trust Company of California
c/o Harris Trust Company of New York c/o Harris Trust Company of New York c/o Harris Trust Company of New York
         Wall Street Station              77 Water Street, 4th Floor                 Receive Window
            P.O. Box 1010                     New York, NY 10005               77 Water Street, 5th Floor
       New York, NY 10268-1010                                                     New York, NY 10005
                                          By Facsimile Transmission:
                                       (For Eligible Institutions Only)
                                                (212) 701-7636
                                                (212) 701-7637
                                             Confirm by Telephone:
                                                (212) 701-7624
</TABLE>