Exhibit 99.1
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME,
ON ,
2009 UNLESS EXTENDED IN THE SOLE AND ABSOLUTE DISCRETION OF OXFORD
INDUSTRIES, INC. (THE “EXPIRATION DATE”). TENDERS MAY
BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.
Oxford Industries,
Inc.
LETTER OF TRANSMITTAL
for
Exchange of 11.375% Senior
Secured Notes of Oxford Industries, Inc. due 2015 which have been
registered under the Securities Act of 1933, as amended for
outstanding 11.375% Senior Secured Notes due 2015
Guaranteed by
Lionshead Clothing
Company
Oxford Caribbean, Inc.
Oxford Garment, Inc.
Oxford Lockbox, Inc.
Piedmont Apparel
Corporation
SFI of Oxford Acquisition
Corporation
Tommy Bahama Group, Inc
Tommy Bahama R&R Holdings,
Inc.
Tommy Bahama Beverages,
LLC
Ben Sherman Clothing,
Inc.
Oxford International,
Inc.
Oxford of South Carolina,
Inc.
Viewpoint Marketing, Inc.
Tommy Bahama Texas Beverages,
LLC
Exchange Agent:
U.S. Bank National
Association
By Mail, Hand or
Courier:
U.S. Bank National
Association
Specialized Finance
60 Livingston Avenue
Mail Station —
EP-MN-WS2N
St. Paul, Minnesota
55107-2292
or
U.S. Bank National
Association
100 Wall Street, 16
th Floor
New York, NY 10005
Attn: Corporate
Trust Services
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By Facsimile (for Eligible
Institutions only): (651) 495-8158
Attention: Specialized Finance
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Confirm by
Telephone:
( 800)
934-6802
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For information on other offices or
agencies of the Exchange Agent where Old
Notes may be presented for exchange,
please call the telephone number listed above.
Delivery of this
instrument to an address other than as set forth above does not
constitute a valid delivery.
PLEASE READ THE
ENTIRE LETTER OF TRANSMITTAL, INCLUDING THE INSTRUCTIONS TO
THIS LETTER, CAREFULLY BEFORE CHECKING ANY BOX BELOW
Capitalized terms used
in this Letter of Transmittal and not defined herein shall have the
respective meanings ascribed to them in the Prospectus (as defined
herein). The method of delivery of this Letter of Transmittal,
notes and all other required documents to the Exchange Agent,
including delivery through The Depository Trust Company and
any acceptance or Agent’s Message delivered through ATOP, is
at the election and risk of holders.
List in Box 1 below the
Old Notes of which you are the holder. If the space provided in Box
1 is inadequate, list the certificate numbers and principal amount
at maturity of Old Notes on a separate signed schedule and affix
that schedule to this Letter of Transmittal.
BOX 1
TO BE COMPLETED BY ALL TENDERING
HOLDERS
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Principal
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Principal
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Amount
of
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Name(s) and
Address(es) of Registered Holder(s)
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Certificate
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Amount
of
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Old
Notes
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(Please fill in if
blank)
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Number(s)(1)
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Old
Notes
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Tendered(2)
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Totals:
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(1) Need not be completed if
Old Notes are being tendered by book-entry transfer.
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(2) Unless otherwise
indicated, the entire principal amount of Old Notes represented by
a certificate or Book-Entry Confirmation delivered to the Exchange
Agent will be deemed to have been tendered.
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The undersigned
acknowledges receipt of (i) the Prospectus,
dated ,
2009 (the “Prospectus”), of Oxford Industries, Inc.
(the “Issuer”) and Lionshead Clothing Company, Oxford
Caribbean, Inc., Oxford Garment, Inc., Oxford Lockbox, Inc.,
Piedmont Apparel Corporation, SFI of Oxford Acquisition
Corporation, Tommy Bahama Group, Inc., Tommy Bahama R&R
Holdings, Inc., Tommy Bahama Beverages, LLC, Ben Sherman Clothing,
Inc., Oxford International, Inc., Oxford of South Carolina, Inc.,
Viewpoint Marketing, Inc. and Tommy Bahama Texas Beverages, Inc.
(together, the “Guarantors”) and (ii) this Letter
of Transmittal, which may be amended from time to time (as amended,
this “Letter”), which together constitute the offer of
the Issuer and the Guarantors (the “Exchange Offer”) to
exchange new 11.375% Senior Secured Notes due 2015 (the
“New Notes”) that have been registered under the
Securities Act of 1933, as amended (the “Securities
Act”), for a like principal amount of the Issuer’s
outstanding 11.375% Senior Secured Notes due 2015 (the
“Old Notes”). The Old Notes were issued and sold in
transactions exempt from registration under the Securities
Act.
The undersigned has
completed, executed and delivered this Letter to indicate the
action he or she desires to take with respect to the Exchange
Offer.
All holders of Old Notes
who wish to tender their Old Notes must, on or prior to the
Expiration Date: (1) complete, sign, date and mail or
otherwise deliver this Letter or a facsimile of this Letter to the
Exchange Agent, in person or at the address set forth above; and
(2) tender his or her Old Notes or, if a tender of Old Notes
is to be made by book-entry transfer to the account maintained by
the Exchange Agent at The Depository Trust Company (the
“Book-Entry Transfer Facility”), confirm such
book-entry transfer (a “Book-Entry Confirmation”), in
accordance with the procedures for tendering described in the
Instructions to this Letter. Holders of Old Notes whose
certificates are not immediately available, or who are unable to
deliver their certificates or Book-Entry Confirmation and all other
documents required by this Letter to be delivered to the Exchange
Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth
under the caption “The Exchange Offer — Procedures
for Tendering Old Notes” in the Prospectus. (See
Instruction 1)
Notwithstanding
anything contained in this Letter of Transmittal, or in the related
notice of guaranteed delivery, tenders can only be made through
ATOP by DTC participants and Letters of Transmittal can only be
accepted by means of an Agent’s Message.
The Instructions
included with this Letter must be followed in their entirety.
Questions and requests for assistance or for additional copies of
the Prospectus or this Letter may be directed to the Exchange
Agent, at the address listed above.
Ladies and Gentlemen:
Upon the terms and
subject to the conditions of the Exchange Offer, the undersigned
tenders to the Issuer and the Guarantors the principal amount of
Old Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Old Notes tendered with this Letter,
the undersigned exchanges, assigns and transfers to, or upon the
order of, the Issuer and the Guarantors, all right, title and
interest in and to the Old Notes tendered.
The undersigned
constitutes and appoints the Exchange Agent as his or her agent and
attorney-in-fact (with full knowledge that the Exchange Agent also
acts as the agent of the Issuer and the Guarantors) with respect to
the tendered Old Notes, with full power of substitution, to:
(a) deliver certificates for such Old Notes; (b) deliver
Old Notes and all accompanying evidence of transfer and
authenticity to or upon the order of the Issuer upon receipt by the
Exchange Agent, as the undersigned’s agent, of the New Notes
to which the undersigned is entitled upon the acceptance by the
Issuer and the Guarantors of the Old Notes tendered under the
Exchange Offer; and (c) receive all benefits and otherwise
exercise all rights of beneficial ownership of the Old Notes, all
in accordance with the terms of the Exchange Offer. The power of
attorney granted in this paragraph shall be deemed irrevocable and
coupled with an interest.
The undersigned hereby
represents and warrants that he or she has full power and authority
to tender, exchange, assign and transfer the Old Notes tendered
hereby and to acquire New Notes issuable upon exchange of the
tendered Old Notes, and that, when the tendered Old Notes are
accepted for exchange, the Issuer and the Guarantors will acquire
good and unencumbered title thereto, free and clear of all liens,
restrictions, charges and encumbrances and not subject to any
adverse claims. The undersigned will, upon request, execute and
deliver any additional documents deemed by the Issuer to be
necessary or desirable to complete the exchange, assignment and
transfer of the Old Notes tendered.
The undersigned agrees
that acceptance of any tendered Old Notes by the Issuer and the
Guarantors and the issuance of New Notes in exchange therefore
shall constitute performance in full by the Issuer and Guarantors
of their respective obligations under the registration rights
agreement that the Issuer and Guarantors entered into with the
initial purchasers of the Old Notes (the “Registration Rights
Agreement”) and that, upon the issuance of the New Notes, the
Issuer and Guarantors will have no further obligations or
liabilities under the Registration Rights Agreement (except in
certain limited circumstances). By tendering Old Notes, the
undersigned certifies that (i) any New Notes received by it
will be acquired in the ordinary course of its business,
(ii) it is not engaging in or intending to engage in a
distribution of the New Notes and it has no arrangement or
understanding with any person or entity to participate in a
distribution (within the meaning of the Securities Act) of the New
Notes, (iii) it is not an “affiliate” (within the
meaning of Rule 405 under the Securities Act) the Issuer or
the Guarantors nor is it a broker-dealer that acquired Old Notes
directly from such persons or, if it is an affiliate (as so
defined) of such persons or a broker-dealer that acquired Old Notes
directly from such persons, it will comply with the registration
and prospectus delivery requirements of the Securities Act to the
extent applicable, and (iv) if it is not a broker-dealer, it
is not engaged in, and does not intend to engage in, a distribution
of the New Notes.
The undersigned
acknowledges that, if it is a broker-dealer that will receive New
Notes in exchange for Old Notes that were acquired for its own
account as a result of market-making activities or other trading
activities, it will deliver a prospectus in connection with any
resale of such New Notes.
The undersigned
understands that the Issuer and the Guarantors may accept the
undersigned’s tender by delivering written notice of
acceptance to the Exchange Agent, at which time the
undersigned’s right to withdraw such tender will
terminate.
All authority conferred
or agreed to be conferred by this Letter shall survive the death or
incapacity of the undersigned, and every obligation of the
undersigned under this Letter shall be binding upon the
undersigned’s heirs, legal representatives, successors,
assigns, executors and administrators. Tenders may be withdrawn
only in accordance with the procedures set forth in the
Instructions included with this Letter.
Unless otherwise
indicated under “Special Delivery Instructions” below,
the Exchange Agent will deliver New Notes (and, if applicable, a
certificate for any Old Notes not tendered but represented by a
certificate also encompassing Old Notes which are tendered) to the
undersigned at the address set forth in Box 1.
The undersigned
acknowledges that the Exchange Offer is subject to the more
detailed terms set forth in the Prospectus and, in case of any
conflict between the terms of the Prospectus and this Letter, the
Prospectus shall prevail.
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CHECK HERE IF TENDERED OLD
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:
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Name of Tendering
Institution:
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