<PAGE>
 
                             LETTER OF TRANSMITTAL
 
                             TO TENDER FOR EXCHANGE
                   11 1/4% SENIOR SUBORDINATED NOTES DUE 2008
 
                                       OF
 
                              FOUNTAIN VIEW, INC.
 
                                  PURSUANT TO
 
                       PROSPECTUS DATED FEBRUARY __, 1999
 
 THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
 YORK CITY TIME ON __________, 1999, UNLESS THE EXCHANGE OFFER IS EXTENDED
 BY THE COMPANY IN ITS SOLE DISCRETION. TENDERS OF 11 1/4% SENIOR
 SUBORDINATED NOTES DUE 2008 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES
 DESCRIBED IN THE PROSPECTUS AND HEREIN.
 
                 The Exchange Agent for the Exchange Offer Is:
 
                      STATE STREET BANK AND TRUST COMPANY
                              OF CALIFORNIA, N.A.
 

<TABLE> 
<S>                                      <C>                                          <C>  
 By Registered or Certified Mail:               By Overnight Courier:                       By Hand before 4:30 P.M.:
  State Street Bank and Trust                State Street Bank and Trust                   State Street Bank and Trust 
  Company of California, N.A.                Company of California, N.A.                   Company of California, N.A. 
c/o State Street Bank and Trust         c/o State Street Bank and Trust               c/o State Street Bank and Trust 
           Company                                    Company                                        Company
    Two International Place                   Two International Place                         Two International Place     
  Boston, Massachusetts 02110               Boston, Massachusetts 02110                     Boston, Massachusetts 02110 
   Attention: Kellie Mullen                   Attention: Kellie Mullen                       Attention: Kellie Mullen 
</TABLE> 
 
 
                           By Facsimile: 617-664-5290
              Confirm by Telephone to: Kellie Mullen 617-664-5587
 
                PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS HEREIN
 
<TABLE> 
<CAPTION> 
                                DESCRIPTION OF OUTSTANDING NOTES TENDERED
-----------------------------------------------------------------------------------------------------
      NAME(S) AND ADDRESS(ES) OF HOLDER(S)
(IF THE NAME AND ADDRESS SHOWN ARE NOT CURRENT PLEASE            OUTSTANDING NOTES TENDERED
       INDICATE ANY CHANGES NECESSARY)(1)                  (PLEASE FILL IN NUMBERS AND AMOUNTS AND             
                                                            ATTACH ADDITIONAL LIST IF NECESSARY)           
-----------------------------------------------------------------------------------------------------
<S>                                                        <C>                     <C> 
                                                                CERTIFICATE            PRINCIPAL
                                                               NUMBER(S) (IF           AMOUNT(S)
                                                                 ENCLOSING          OF OUTSTANDING
                                                             CERTIFICATES)(2)      NOTES TENDERED(3)
-----------------------------------------------------------------------------------------------------

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

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

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

                                                           ------------------------------------------
                                                           TOTAL
-----------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
 
  THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE PROSPECTUS, DATED FEBRUARY __,
1999 (THE "PROSPECTUS"), OF FOUNTAIN VIEW, INC., A DELAWARE CORPORATION (THE
"COMPANY"), AND THIS LETTER OF TRANSMITTAL RELATING TO THE OFFER (THE
"EXCHANGE OFFER") OF THE COMPANY, UPON THE TERMS AND SUBJECT TO THE CONDITIONS
SET FORTH IN THE PROSPECTUS AND HEREIN AND THE INSTRUCTIONS HERETO, TO
EXCHANGE $1,000 PRINCIPAL AMOUNT OF ITS 11 1/4% SENIOR SUBORDINATED NOTES DUE
2008, SERIES B (THE "EXCHANGE NOTES") FOR EACH $1,000 PRINCIPAL AMOUNT OF ITS
OUTSTANDING 11 1/4% SENIOR SUBORDINATED NOTES DUE 2008 (THE "OUTSTANDING
NOTES"), OF WHICH $120 MILLION AGGREGATE PRINCIPAL AMOUNT IS OUTSTANDING. THE
MINIMUM PERMITTED TENDER IS $1,000 PRINCIPAL AMOUNT OF OUTSTANDING NOTES, AND
ALL OTHER TENDERS MUST BE IN INTEGRAL MULTIPLES OF $1,000.
 
  DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS, OR TRANSMISSION BY
FACSIMILE, OTHER THAN AS SET FORTH 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 Exchange Offer will expire at 5:00 p.m., New York City time, on October
13, 1998 (the "Expiration Date"), unless extended by the Company in its sole
discretion, in which case the term Expiration Date shall mean the latest date
and time to which the Exchange Offer is extended.
 
  HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES PURSUANT TO THE
EXCHANGE OFFER MUST VALIDLY TENDER THEIR OUTSTANDING NOTES TO THE EXCHANGE
AGENT PRIOR TO 5:00 P.M. ON THE EXPIRATION DATE.
 
  This Letter of Transmittal should be used only to exchange the Outstanding
Notes, pursuant to the Exchange Offer as set forth in the Prospectus.
 
  This Letter of Transmittal is to be used (a) if Outstanding Notes are to be
physically delivered to the Exchange Agent or (b) if delivery of Outstanding
Notes is to be made by book-entry transfer to the account maintained by the
Exchange Agent at The Depository Trust Company ("DTC" or the "Book-Entry
Transfer Facility") pursuant to the procedures set forth in the Prospectus
under the caption "The Exchange Offer-- Procedures for Tendering." Delivery of
documents to the Book-Entry Transfer Facility does not constitute delivery to
the Exchange Agent.
 
  Holders whose Outstanding Notes are not available or who cannot deliver
their Outstanding Notes and all other documents required hereby to the
Exchange Agent by 5:00 p.m. on the Expiration Date nevertheless may tender
their Outstanding Notes in accordance with the guaranteed delivery procedures
set forth in the Prospectus under the caption "The Exchange Offer--Guaranteed
Delivery Procedures." See Instruction 1.
 
  THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL THE SURRENDER OF
OUTSTANDING NOTES FOR EXCHANGE BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN
ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD
NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
 
  All capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Prospectus.
 
  HOLDERS WHO WISH TO EXCHANGE THEIR OUTSTANDING NOTES MUST COMPLETE COLUMNS
(1) THROUGH (3) IN THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING NOTES
TENDERED" ON THE PRIOR PAGE, COMPLETE THE BOX BELOW ENTITLED "METHOD OF
DELIVERY" AND SIGN WHERE INDICATED BELOW.
 
  THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OUTSTANDING
NOTES TENDERED" AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE
TENDERED THE OUTSTANDING NOTES AND MADE CERTAIN REPRESENTATIONS DESCRIBED IN
THE PROSPECTUS AND HEREIN.
 
                                       2
<PAGE>
 
                               METHOD OF DELIVERY
 
 [_]CHECK HERE IF CERTIFICATE FOR TENDERED OUTSTANDING NOTES ARE ENCLOSED
    HEREWITH.
 
 [_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-
    ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT
    WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
 
 Name of Tendering Institution: ____________________________________________
 
 Account Number: ___________________    Transaction Code Number: ____________
 
 Principal Amount of Tendered Notes: _______________________________________
 
 [_]CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT
    TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE
    AGENT AND COMPLETE THE FOLLOWING (SEE INSTRUCTIONS 1 AND 4):
 
  Name(s) of Registered Holder(s): ________________________________________
 
  Window Ticket Number (if any): __________________________________________
 
  Date of Execution of Notice of Guaranteed Delivery: _____________________
 
  Name of Eligible Institution which Guaranteed Delivery: _________________
 
 IF DELIVERED BY THE BOOK-ENTRY TRANSFER FACILITY, PROVIDE THE FOLLOWING
 INFORMATION:
 
 [_]The Depository Trust Company
 
  Account Number: _________________     Transaction Code Number: ____________
 
   ------------------------------------------------------------------------
 
 [_]CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE TEN
    ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY AMENDMENTS OR
    SUPPLEMENTS THERETO.
 
 PLEASE NOTE: THE COMPANY HAS AGREED THAT, FOR A PERIOD OF DAYS AFTER THE
 EXPIRATION DATE, IT WILL MAKE COPIES OF THE PROSPECTUS AVAILABLE TO ANY
 PARTICIPATING BROKER-DEALER FOR USE IN CONNECTION WITH RESALES OF THE
 EXCHANGE NOTES.
 
  Name: ___________________________________________________________________
 
  Address: ________________________________________________________________
 
                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
 
                                       3
<PAGE>
 
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 Outstanding
Notes indicated in the box entitled "Description of Outstanding Notes
Tendered." Subject to, and effective upon, the acceptance for exchange of the
Outstanding Notes tendered hereby, the undersigned hereby irrevocably sells,
assigns and transfers to or upon the order of the Company all right, title and
interest in and to such Outstanding Notes, and 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 also acts as
the agent of the Company and as Trustee under the Indenture governing the
Outstanding Notes and the Exchange Notes) with respect to such Outstanding
Notes, with full power of substitution (such power of attorney being deemed to
be an irrevocable power coupled with an interest) to (a) deliver certificates
representing such Outstanding Notes, and to deliver all accompanying evidences
of transfer and authenticity to or upon the order of the Company upon receipt
by the Exchange Agent, as the undersigned's agent, of the Exchange Notes to
which the undersigned is entitled upon the acceptance by the Company of such
Outstanding Notes for exchange pursuant to the Exchange Offer, (b) receive all
benefits and otherwise to exercise all rights of beneficial ownership of such
Outstanding Notes, all in accordance with the terms of the Exchange Offer, and
(c) present such Outstanding Notes for transfer on the register for such
Outstanding Notes, and receive all benefits and otherwise exercise all rights
of beneficial ownership of such Notes, all in accordance with the terms of the
Exchange Offer.
 
  The undersigned acknowledges that prior to this Exchange Offer, there has
been no public market for the Outstanding Notes or the Exchange Notes. If a
market for the Exchange Notes should develop, the Exchange Notes could trade
at a discount from their principal amount. The undersigned is aware that the
Company does not intend to list the Exchange Notes on a national securities
exchange and that there can be no assurance that an active market for the
Exchange Notes will develop.
 
  If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes, it represents that the Outstanding Notes to be exchanged for
Exchange Notes were acquired as a result of market-making activities or other
trading activities and it acknowledges that it will deliver a prospectus in
connection with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
 
  THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE ACCEPTED FROM
OR ON BEHALF OF, HOLDERS OF THE OUTSTANDING NOTES IN ANY JURISDICTION IN WHICH
THE MAKING OF THE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE LAWS OF SUCH JURISDICTION OR WOULD OTHERWISE NOT BE IN COMPLIANCE WITH ANY
PROVISION OF ANY APPLICABLE SECURITY LAW.
 
  The undersigned represents that (a) it is not an "affiliate," as defined
under Rule 405 of the Securities Act, of the Company or any of the Subsidiary
Guarantors (as defined in the Prospectus), (b) it is not engaged in, and does
not intend to engage in, and has no arrangement or understanding with any
person to participate in, a distribution of the Exchange Notes, and (c) it is
acquiring the Exchange Notes in the ordinary course of business. In addition,
the undersigned acknowledges that an person participating in the Exchange
Offer for the purpose of distributing the Exchange Notes must, in the absence
of an exemption therefrom, comply with the registration and prospectus deliver
requirements of the Securities Act in connection with a secondary resale of
the Exchange Notes and cannot rely on the position of the staff of the
Securities and Exchange Commission enunciated in no action letters and failure
to comply with such requirements in such instance could result in the
undersigned incurring liability under the Securities Act for which the
undersigned is not indemnified by the Company. The undersigned 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 assignment,
transfer and purchase of the Notes tendered hereby.
 
  The undersigned understands and acknowledges that the Company reserves the
right, in its sole discretion, the purchase or make offers for any Outstanding
Notes that remain outstanding subsequent to the Expiration Date or to
terminate the Exchange Offer and, to the extent permitted by applicable law,
purchase Outstanding Notes in the open market, in privately negotiated
transactions or otherwise. The terms of any such purchases or offers will
differ from the terms of the Exchange Offer.
 
                                       4
<PAGE>
 
  The undersigned hereby represents and warrants that (a) the undersigned
accepts the terms and conditions of the Exchange Offer, (b) the undersigned
has a net long position within the meaning of Rule 14e-4 under the Exchange
Act ("Rule 14e-4") equal to or greater than the principal amount of
Outstanding Notes tendered hereby, (c) the tender of such Outstanding Notes
complies with Rule 14e-4 (to the extent that Rule 14e-4 is applicable to such
exchange), (d) the undersigned has full power and authority to tender,
exchange, assign and transfer the Outstanding Notes tendered hereby, and (e)
when the same are accepted for exchange by the Company, the Company will
acquire good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any adverse claim or
right. The undersigned 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 sale, assignment and transfer of the Outstanding
Notes tendered hereby.
 
  The undersigned agrees that all authority conferred or agreed to be
conferred by this Letter of Transmittal and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. The undersigned also agrees that, except as
stated in the Prospectus, the Outstanding Notes tendered hereby cannot be
withdrawn.
 
  The undersigned understands that tenders of the Outstanding Notes pursuant
to any one of the procedures described in the Prospectus under the caption
"The Exchange Offer--Procedures for Tendering Outstanding Notes" and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Company in accordance with the terms and subject to the
conditions of the Exchange Offer.
 
  The undersigned understands that by tendering Outstanding Notes pursuant to
one of the procedures described in the Prospectus and the instructions
thereto, the tendering holder will be deemed to have waived the right to
receive any payment in respect of interest on the Outstanding Notes accrued up
to the date of issuance of the Exchange Notes.
 
  The undersigned recognizes that, under certain circumstances set forth in
the Prospectus, the Company may not be required to accept for exchange any of
the Outstanding Notes tendered. Outstanding Notes not accepted for exchange or
withdrawn will be returned to the undersigned at the address set forth below
unless otherwise indicated under "Special Delivery Instructions" below.
 
  Unless otherwise indicated herein under the box entitled "Special Issuance
Instructions" below, Exchange Notes, and Outstanding Notes not validly
tendered or accepted for exchange, will be issued in the name of the
undersigned. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, Exchange Notes, and Outstanding Notes
not validly tendered or accepted for exchange, will be delivered to the
undersigned at the address shown below the signature of the undersigned. The
undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" to transfer any Outstanding Notes from the
name of the registered holder thereof if the Company does not accept for
exchange any of the principal amount of such Outstanding Notes so tendered.
 
  All questions as to the validity, form, eligibility (including time of
receipt), and withdrawal of the 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 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 to waive any 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.
Unless waived, any defects or irregularities in connection with tenders of
Outstanding Notes must be cured within such time as the Company shall
determine. Neither the Company, the Exchange Agent nor any other person shall
be under any duty to give notification of defects or irregularities with
respect to tenders of Outstanding Notes, nor shall any of them incur any
liability for failure to give such notification. Tenders of Outstanding Notes
will not be deemed to have been made until such 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 without cost to such holder by the Exchange
Agent to the tendering holders of Outstanding Notes, unless otherwise provided
in this Letter of Transmittal, as soon as practicable following the Expiration
Date.
 
                                       5
<PAGE>
 
                                   SIGN HERE
                 (ALSO COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
 ---------------------------------------------------------------------------
 ---------------------------------------------------------------------------
                   (Signature(s) of Tendering Shareholder(s))
 
 Dated:     , 1999
 
 Must be signed by the registered holder(s) of the Outstanding Notes
 exactly as their name(s) appear(s) on certificate(s) for the Outstanding
 Notes or by person(s) with this Letter of Transmittal. If signature is by
 a trustee, executor, administrator, guardian, attorney-in-fact, officer of
 a corporation, agent or other person acting in a fiduciary or
 representative capacity, please provide the following information. See
 Instruction 3.
 
 Name(s): __________________________________________________________________
                                 (Please Print)
 
 Capacity (Full Title): ____________________________________________________
 
 Address: __________________________________________________________________
 ---------------------------------------------------------------------------
                                                                   (Zip Code)
 
 Daytime Area Code and Telephone Number: (    )_____________________________
 
 Tax Identification or Social Security Number: _____________________________
 
                   (COMPLETE SUBSTITUTE FORM W-9 ON REVERSE)
 
                           GUARANTEE OF SIGNATURE(S)
     (If Required--see Instructions 1 and 5 of this Letter of Transmittal)
 
 Authorized Signature: _____________________________________________________
 
 Name: _____________________________________________________________________
                                 (Please Print)
 
 Title: ____________________________________________________________________
 
 Name of Firm: _____________________________________________________________
 
 Address: __________________________________________________________________
 ---------------------------------------------------------------------------
                                                                   (Zip Code)
 
 Area Code and Telephone Number: ___________________________________________
 
 Dated:     , 1999
 
                                       6
<PAGE>
 
    SPECIAL ISSUANCE INSTRUCTIONS             SPECIAL DELIVERY INSTRUCTIONS
    (SEE INSTRUCTIONS 3, 4 AND 6)
 
                                             (SEE INSTRUCTIONS 3, 4, AND 6)
 
 To be completed ONLY if certifi-          To be completed ONLY if certifi-
 cates for Outstanding Notes in a          cates for Outstanding Notes in a
 principal amount not exchanged            principal amount not exchange
 and/or certificates for Exchange          and/or certificates for Exchange
 Notes are to be issued in the name        Notes are to be sent to someone
 of someone other than the under-          other than undersigned at an ad-
 signed, or if Outstanding Notes           dress other than that shown above.
 are to be returned by credit to an
 account maintained by the Book-En-
 try Transfer Facility.
 
 
                                           Deliver (check appropriate box)
 
                                           [_]Exchange Notes to:
 
 
                                           [_]Outstanding Notes to:
 
 Issue (check appropriate box)
 
                                           Name: _____________________________
 [_]Exchange Notes to:
 
                                                     (PLEASE PRINT)
 
 [_]Outstanding Notes to:
 
                                           Address ___________________________
 Name ______________________________                                (ZIP CODE)
 
           (PLEASE PRINT)
 
                                           -----------------------------------
 Address ___________________________           (TAXPAYER IDENTIFICATION OR
                          (ZIP CODE)
 
                                                 SOCIAL SECURITY NUMBER)
 
 -----------------------------------       (ALSO COMPLETE SUBSTITUTE FORM W-9
     (TAXPAYER IDENTIFICATION OR                         BELOW)
       SOCIAL SECURITY NUMBER)
 
 (ALSO COMPLETE SUBSTITUTE FORM W-9
               BELOW)
 
 Credit unaccepted Outstanding
 Notes tendered by book-entry
 transfer to:
 
 [_The]Depository Trust Company ac-
   count set forth below:
 
 ___________________________________
        (DTC Account Number)
 
                                       7
<PAGE>
 
           INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF
                        THE OFFER AND THE SOLICITATION
 
  1. Delivery of this Letter of Transmittal and Certificates; Guaranteed
Delivery Procedures. To be effectively tendered pursuant to the Exchange
Offer, the Outstanding Notes, together with a properly completed Letter of
Transmittal (or facsimile thereof), duly executed by the registered holder
thereof, and any other documents required by this Letter of Transmittal, must
be received by the Exchange Agent at one of its addresses set forth on the
first page of this Letter of Transmittal. If the beneficial owner of any
Outstanding Notes is not the registered holder, then such person may validly
tender his or her Outstanding Notes only by obtaining and submitting to the
Exchange Agent a properly completed Letter of Transmittal from the registered
holder. OUTSTANDING NOTES SHOULD BE DELIVERED ONLY TO THE EXCHANGE AGENT AND
NOT TO THE COMPANY OR TO ANY OTHER PERSON.
 
  THE METHOD OF DELIVERY OF OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS
TO THE EXCHANGE AGENT IS AT THE ELECTION AND RISK OF THE HOLDER.
 
  SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE EXCHANGE
AGENT BY 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
 
  If a holder desires to tender Outstanding Notes and such holder's
Outstanding Notes are not immediately available or time will not permit such
holder's Letter of Transmittal, Outstanding Notes or other required documents
to reach the Exchange Agent on or before the Expiration Date, such holder's
tender may be effected if:
 
    (a) the tender is made through an Eligible Institution (as defined);
 
    (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 of the Outstanding Notes,
  the certificate number or numbers 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 business days after
  the Expiration Date, the Letter of Transmittal (or facsimile thereof)
  together with the certificate(s) representing the Outstanding Notes to be
  tendered in proper form for transfer or a Book-Entry Confirmation, as the
  case may be, 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) together with the certificate(s) representing all
  tendered Outstanding Notes in proper form for transfer and all other
  documents required by this Letter of Transmittal are received by the
  Exchange Agent within three business days after the Expiration Date.
 
  2. Withdrawal of Tenders. Tendered Outstanding Notes may be withdrawn at any
time prior to 5:00 p.m., New York City time, on the Expiration Date, unless
previously accepted for exchange.
 
  To be effective, a written or facsimile transmission notice of withdrawal
must (a) be received by the Exchange Agent at one of its addresses set forth
on the first page of this Letter of Transmittal prior to 5:00 p.m., New York
City time, on the Expiration Date, unless previously accepted for exchange,
(b) specify the name of the person who tendered the Outstanding Notes, (c)
contain the description of the Outstanding Notes to be withdrawn, the
certificate numbers shown on the particular certificate evidencing such
Outstanding Notes and the aggregate principal amount represented by such
Outstanding Notes and (d) be signed by the holder of such Outstanding Notes in
the same manner as the original signature appears on this Letter of
Transmittal (including any required signature guarantee) or be accompanied by
evidence sufficient to have the Trustee with respect to the Outstanding Notes
register the transfer of such Outstanding Notes into the name of the holder
withdrawing the tender. The signature(s) on the notice of withdrawal must be
guaranteed by an Eligible Institution unless such Outstanding Notes have been
tendered (a) by a registered holder of Outstanding Notes who has not completed
either the box entitled "Special Issuance Instructions" or the box entitled
"Special Delivery
 
                                       8
<PAGE>
 
Instructions" on this Letter of Transmittal or (b) for the account of an
Eligible Institution. All questions as to the validity, form and eligibility
(including time of receipt) of such withdrawal notices shall be determined by
the company, whose determination shall be final and binding on all parties. If
the Outstanding Notes to be withdrawn have been delivered or otherwise
identified to the Exchange Agent, a signed notice of withdrawal is effective
immediately upon receipt by the Exchange Agent of a written or facsimile
transmission notice of withdrawal even if physical release is not yet
effected. In addition, such notice must specify, in the case of Outstanding
Notes tendered by delivery of certificates for such outstanding Notes, the
name of the registered holder (if different from that of the tendering holder)
to be credited with the withdrawn Outstanding Notes. Withdrawals may not be
rescinded, and any Outstanding Notes withdrawn will thereafter be deemed not
validly tendered for purposes of the Exchange Offer. However, properly
withdrawn Outstanding Notes may be retendered by following one of the
procedures described under "The Exchange Offer--Procedures for Tendering" in
the Prospectus at any time on or prior to the applicable Expiration Date.
 
  3. Signatures on this Letter of Transmittal, Bond Powers and Endorsement;
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 exactly with the name(s) as written on the face of the
certificates without any change whatsoever.
 
  If any Outstanding Notes tendered hereby are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
 
  If any Outstanding Notes tendered hereby are registered in different names
on several certificates, it will be necessary to complete, sign and submit as
many separate copies of this Letter of Transmittal as there are different
registrations of certificates.
 
  When this Letter of Transmittal is signed by the registered holder or
holders specified herein and tendered hereby, no endorsements of certificates
or separate bond powers are required unless Exchange Notes are to be issued,
or certificates for any untendered principal amount of Outstanding Notes are
to be reissued, to a person other than the registered holder.
 
  If this Letter of Transmittal is signed by a person other than the
registered holder(s) of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either cased signed exactly as the name(s) of the registered holder(s)
appear(s) on the certificate(s).
 
  If this Letter of Transmittal or a Notice of Guaranteed Delivery or any
certificates or bond powers are signed by trustees, executors, administrators,
guardians, attorney-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, evidence satisfactory to the
Company of their authority so to act must be submitted with this Letter of
Transmittal.
 
  Except as described below, signatures on this Letter of Transmittal or a
notice of withdrawal, as the case may be, must be guaranteed by an Eligible
Institution, Signatures of this Letter of Transmittal or a notice of
withdrawal, as the case may be, need not be guaranteed if the Outstanding
Notes tendered pursuant hereto are tendered (a) by a registered holder of
Outstanding Notes who has not completed either the box "Special Issuance
Instructions" or the box entitled "Special Delivery Instructions" on this
Letter of Transmittal or (b) for the account of an Eligible Institution. In
the event that signatures on this Letter of Transmittal or a notice of
withdrawal, as the case may be, are required to be guaranteed, such guarantee
must be by a firm which is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.
or by a commercial bank or trust company having an office or correspondent in
the United States (each as "Eligible Institutions").
 
  Endorsements on certificates for Outstanding Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by an Eligible
Institution.
 
 
                                       9
<PAGE>
 
  4. Special Issuance and Delivery Instructions. Tendering holders should
indicate in the applicable box the name and address to which certificates for
Exchange notes and/or substitute certificates evidencing Outstanding Notes for
the principal amounts not exchanged are to be issued or sent, if different
from the name and address of the person signing this Letter of Transmittal. In
the case of issuance in a different name, the employer identification or
social security number of the person named must also be indicated. If not such
instructions are given, any Outstanding Notes not exchanged will be returned
to the name and address of the person signing this Letter of Transmittal.
 
  5. Tax Identification Number Withholding. Federal income tax law of the
United States requires that a holder of Outstanding Notes whose Outstanding
Notes are accepted for exchange provide the Company with the holder's correct
taxpayer identification number, which, in the case of a holder who is an
individual, is his or her social security number, or otherwise establish an
exemption from backup withholding. If the Company is not provided with the
correct taxpayer identification number, the exchanging holder of Outstanding
Notes may be subject to a $50 penalty imposed by the Internal Revenue Service
(the "IRS"). In addition, interest on the Exchange Notes acquired pursuant to
the Exchange Offer may be subject to backup withholding in an amount equal to
31% of any interest payment. If withholding occurs and results in an
overpayment of taxes, a refund may be obtained.
 
  To prevent backup withholding, an exchanging holder of Outstanding Notes
must provide his correct taxpayer identification number by completing the
Substitute Form W-9 provided in this Letter of Transmittal, certifying that
the taxpayer identification number provided is correct (or that the exchanging
holder of Outstanding Notes is awaiting a taxpayer identification number) and
that either (a) the exchanging holder has not yet been notified by the IRS
that such holder is subject to backup withholding as a result of failure to
report all interest or dividends or (b) the IRS has notified the exchanging
holder that such holder is no longer subject to backup withholding.
 
  Certain exchanging holders of Outstanding Notes (including, among others,
all corporations and certain foreign individuals) are not subject to these
backup withholding requirements. A foreign individual and other exempt holders
other than foreign individuals (e.g., corporations) should certify, in
accordance with the enclosed "Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9," to such exempt status on the
Substitute Form W-9 provided in this Letter of Transmittal. Foreign
individuals should complete and provide Form W-8 to indicate their foreign
status.
 
  6. Transfer Taxes. Holders tendering pursuant to the Exchange Offer will not
be obligated to pay brokerage commissions or fees or to pay transfer taxes
with respect to their exchange under the Exchange Offer unless the box
entitled "Special Issuance Instructions" in this Letter of Transmittal has
been completed, or unless the Exchange Notes are to be issued to any person
other than the holder of the Outstanding Notes tendered for exchange. The
company will pay all other charges or expenses in connection with the Exchange
Offer. If holders tender Outstanding Notes for exchange and the Exchange Offer
is not consummated, certificates representing the Outstanding Notes will be
returned to the holders at the Company's expense.
 
  Except as provided in this Instructions 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) specified in this
Letter of Transmittal.
 
  7. Inadequate Space. If the space provided herein is inadequate, the
aggregate principal amount of the Outstanding Notes being tendered and the
certificate numbers (if available) should be listed on a separate schedule
attached hereto and separately signed by all parties required to sign this
Letter of Transmittal.
 
  8. Partial Tenders. Tenders of Outstanding Notes will be accepted only in
integral multiples of $1,000. If tenders are to be made with respect to less
than the entire principal amount of any Outstanding Notes, fill in the
principal amount of Outstanding Notes which are tendered in column (3) in the
box on the cover entitled "Description of Outstanding Notes Tendered." In the
case of partial tenders, new certificates representing the
 
                                      10
<PAGE>
 
Outstanding Notes in fully registered form for the remainder of the principal
amount of the Outstanding Notes will be sent to the person(s) as promptly as
practicable after the expiration or termination of the Exchange Offer.
 
  9. Mutilated, Lost, Stolen or Destroyed Notes. Any holder whose Outstanding
Notes have been mutilated, lost, stolen or destroyed should contact the
Exchange Agent at the address indicated above for further instructions.
 
  10. Request for Assistance or Additional Copies. Requests for assistance or
additional copies of the Prospectus or this Letter of Transmittal may be
obtained from the Exchange Agent at its telephone number set forth on the
first page.
 
  11. No Conditional Tender. No alternative, conditional, irregular or
contingent tender of Notes on transmittal of this Letter of Transmittal will
be accepted.
 
                                      11
<PAGE>
 
                           IMPORTANT TAX INFORMATION
 
                           PAYER'S NAME:
--------------------------------------------------------------------------------
                           Part 1--PLEASE PROVIDE         -----------------
                           YOUR TIN IN THE BOX AT          Social Security
                           RIGHT AND CERTIFY BY SIGN-           Number
                           ING AND DATING BELOW.
 
 SUBSTITUTE
 Form W-9                                                         or
 Department of                                            -----------------
 the Treasury                                                  Employer
 Internal                                               Identification Number
 Revenue Service           Part 2--Check the box if you are not subject to
                           backup withholding under the provisions of section
                           3406(a)(1)(c) of the internal revenue code because
                           (1) you are exempt from backup withholding, or (2)
                           you have not been notified that you are subject to
                           backup withholding as a result of failure to re-
                           port all interest or dividends or (3) the internal
                           revenue service has notified you that you are no
                           longer subject to backup withholding. [_]
                          -----------------------------------------------------
 
 Payer's Request for Taxpayer Identification Number (TIN)
                          -----------------------------------------------------
                           CERTIFICATION--UNDER THE PENALTIES      Part 3--
                           OF PERJURY, I CERTIFY THAT THE IN-      Awaiting
                           FORMATION PROVIDED ON THIS FORM IS      TIN [_]
                           TRUE, CORRECT, AND COMPLETE.
 
                           SIGNATURE _______________  DATE ______
 
  NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
         WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE
         OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION
         OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
         ADDITIONAL DETAILS.
 
             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 to the
    payer by the time of payment, 31% of all reportable payments made
    to me will be withheld until I provide a number and that, if I do
    not provide my taxpayer identification number within 60 days, such
    retained amounts shall be remitted to the IRS as backup
    withholding.
 
    -------------------------------       -------------------------------
                Signature                             Date
 
                                       12