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LETTER OF TRANSMITTAL

Promissory Note

LETTER OF TRANSMITTAL | Document Parties: BEN SHERMAN CLOTHING, INC. | Ben Sherman Clothing, Inc | Lionshead Clothing Company | Oxford Acquisition Corporation | Oxford Caribbean, Inc | Oxford Garment, Inc | Oxford Industries, Inc | Oxford International, Inc | Oxford Lockbox, Inc | Piedmont Apparel Corporation | South Carolina, Inc | Tommy Bahama Beverages, LLC | Tommy Bahama Group, Inc | Tommy Bahama R&R Holdings, Inc | Tommy Bahama Texas Beverages, LLC | Viewpoint Marketing, Inc You are currently viewing:
This Promissory Note involves

BEN SHERMAN CLOTHING, INC. | Ben Sherman Clothing, Inc | Lionshead Clothing Company | Oxford Acquisition Corporation | Oxford Caribbean, Inc | Oxford Garment, Inc | Oxford Industries, Inc | Oxford International, Inc | Oxford Lockbox, Inc | Piedmont Apparel Corporation | South Carolina, Inc | Tommy Bahama Beverages, LLC | Tommy Bahama Group, Inc | Tommy Bahama R&R Holdings, Inc | Tommy Bahama Texas Beverages, LLC | Viewpoint Marketing, Inc

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Title: LETTER OF TRANSMITTAL
Date: 7/13/2009

LETTER OF TRANSMITTAL, Parties: ben sherman clothing  inc. , ben sherman clothing  inc , lionshead clothing company , oxford acquisition corporation , oxford caribbean  inc , oxford garment  inc , oxford industries  inc , oxford international  inc , oxford lockbox  inc , piedmont apparel corporation , south carolina  inc , tommy bahama beverages  llc , tommy bahama group  inc , tommy bahama r&r holdings  inc , tommy bahama texas beverages  llc , viewpoint marketing  inc
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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 TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.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

 

 

 

 

By Facsimile (for Eligible Institutions only):
(651) 495-8158
Attention: Specialized Finance

 

Confirm by Telephone:
(
800) 934-6802

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Principal

 

 

 

 

 

 

 

 

Principal

 

 

 

Amount of

 

Name(s) and Address(es) of Registered Holder(s)

 

 

Certificate

 

 

 

Amount of

 

 

 

Old Notes

 

(Please fill in if blank)

 

 

Number(s)(1)

 

 

 

Old Notes

 

 

 

Tendered(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Totals:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Need not be completed if Old Notes are being tendered by book-entry transfer.

(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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

o   

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:

 

 

Name of Tendering Institution: 

 

 

Account Number: 

 

 

Transaction Code Number: 

 

 
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