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EXHIBIT 99(a)(1)(vii)
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares (as defined below). The Offer (as defined below) is made
solely by the Offer to Purchase dated August 29, 2000 and the related Letter
of Transmittal and any amendments or supplements thereto and is being made to
all holders of Shares. The Purchaser (as defined below) is not aware of any
state or jurisdiction where the making of the Offer is prohibited by any
applicable law. If the Purchaser becomes aware of any state or jurisdiction
where the making of the Offer or the acceptance of Shares is not in
compliance with any applicable law, the Purchaser will make a good faith
effort to comply with such law. If, after such good faith effort, the
Purchaser cannot comply with such law, the Offer will not be made to (nor
will tenders be accepted from or on behalf of) the holders of Shares residing
in such state or jurisdiction. If any state or jurisdiction where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer, the Offer shall be deemed to be made on behalf of the
Purchaser by First Union Securities, Inc. (the "Dealer Manager") or one or
more registered brokers or dealers licensed under the laws of such state or
jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
800-JR CIGAR, INC.
AT A PURCHASE PRICE OF
$13.00 PER SHARE
BY
JRC ACQUISITION CORP.,
A WHOLLY OWNED SUBSIDIARY OF
L&LR, INC.
JRC Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly
owned subsidiary of L&LR, Inc. ("Parent"), a Delaware corporation, is
offering to purchase all of the outstanding shares of common stock, par value
$ 0.01 per share (the "Shares"), of 800-JR CIGAR, Inc., a Delaware
corporation (the "Company"), not already owned by Lewis I. Rothman, LaVonda M.
Rothman and the Lewis Irving Rothman 1998 Trust #1 u/a/d November 10, 1998
(collectively, the "Parent Stockholders"), at a price of $13.00 per Share,
net to the seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated August 29,
2000 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, as they may be amended and supplemented from time, together
constitute the "Offer"). The Offer is being made in connection with an
Agreement and Plan of Merger, dated as of August 28, 2000 (the "Merger
Agreement"), among the Purchaser, the Parent, the Parent Stockholders (for
purposes of Section 6.10 thereof only) and the Company.
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Stockholders of record who tender directly to the Depositary (as defined below)
will not be obligated to pay brokerage fees or commissions or, subject to
Instruction 6 of the Letter of Transmittal, stock transfer taxes, if any, on the
purchase of Shares by the Purchaser pursuant to the Offer. Stockholders who hold
their shares through a broker or bank should consult such institution as to
whether it charges any service fees. The Purchaser will pay all charges and
expenses of the Dealer Manager, American Stock Transfer & Trust Company which is
acting as the depositary (the "Depositary") and D.F. King & Co., which is acting
as the information agent (the "Information Agent"), incurred in connection with
the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, SEPTEMBER 26, 2000, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (i) there having been
validly tendered and not withdrawn prior to the expiration of the tender
offer a majority of the outstanding shares of common stock not currently
owned by the Parent Stockholders and certain other trusts of which Lewis I.
Rothman and LaVonda M. Rothman are trustees (the "Other Rothman Trusts");
(ii) the Purchaser having available at the expiration of the Offer the
financing pursuant to a credit agreement, dated August 28, 2000, by and among
the Parent, the Purchaser and a group of lenders comprised of The Chase
Manhattan Bank, Fleet Bank, N.A. and European American Bank; (iii) the Board
of Directors of the Company and the special committee of independent
directors of the Company (the "Special Committee") not having withdrawn or
modified, in a manner adverse to the Purchaser, its approval of the Offer and
its recommendation that the stockholders of the Company tender their Shares
pursuant to the Offer; and (iv) the absence of judicial and governmental
action prohibiting the Offer and any materially adverse change in the
condition of the Company's business. The Offer also is subject to other terms
and conditions described in Section 12 of the Offer to Purchase.
THE BOARD OF DIRECTORS OF THE COMPANY, INCLUDING THE SPECIAL COMMITTEE, HAS
UNANIMOUSLY APPROVED THE MERGER AGREEMENT, THE OFFER AND THE MERGER, AND HAS
DETERMINED THAT THE TERMS OF THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE HOLDERS OF THE SHARES (OTHER THAN THE PARENT, THE
PURCHASER, THE PARENT STOCKHOLDERS AND THE OTHER ROTHMAN TRUSTS)
(COLLECTIVELY, THE "HOLDERS") AND UNANIMOUSLY RECOMMENDS THAT THE HOLDERS
ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn if, as and when the Purchaser gives oral or written notice to the
Depositary of its acceptance of such Shares for payment pursuant to the Offer.
Upon the terms and subject to the conditions of the Offer, payment for Shares
accepted pursuant to the Offer will be made by deposit of the purchase price
therefor with the Depositary, which will act as agent for tendering Holders, for
the purpose of receiving payments from the Purchaser and transmitting payments
to such tendering Holders whose Shares have theretofore been accepted for
payment. In all cases, payment for Shares pursuant to the Offer will be made
only after timely receipt by the Depositary of (i) the
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certificates evidencing such Shares or, in the case of Shares held in
book-entry form, timely confirmation of a book-entry transfer of such Shares
into the Depositary's account at the Book-Entry Transfer Facility (as defined
in "THE OFFER, Section 3" of the Offer to Purchase), (ii) a duly executed
Letter of Transmittal (or a facsimile thereof) or, in the case of a
book-entry transfer, an Agent's Message (as defined in the Offer to Purchase)
and (iii) all other documents required by the Letter of Transmittal. UNDER NO
CIRCUMSTANCES WILL INTEREST BE PAID ON THE PURCHASE PRICE FOR THE TENDERED
SHARES, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT OR EXTENSION OF THE
EXPIRATION DATE.
The "Expiration Date" shall mean 12:00 Midnight, New York City time, on
September 26, 2000, unless and until the Purchaser, in accordance with the
terms of the Offer and the Merger Agreement, shall have extended the period
of time during which the Offer is open, in which event the term "Expiration
Date" shall mean the latest time and date at which the Offer, as so extended
by the Purchaser, shall expire.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "Commission") and any other U.S. or foreign
regulatory or governmental authority and applicable law, the Purchaser
expressly reserves the right, in its sole discretion (but subject to the
terms of the Offer to Purchase and the Merger Agreement), at any time or from
time to time, to extend the period of time during which the Offer is open by
giving oral or written notice of such extension to the Depositary.
Subject to the applicable rules and regulations of the Commission and to
applicable law, the Purchaser also expressly reserves the right, in its sole
discretion (but subject to the terms and conditions of the Offer to Purchase
and the Merger Agreement), at any time and from time to time: (i) to delay
acceptance for payment of, or, regardless of whether such Shares were
theretofore accepted for payment, payment for, any Shares pending receipt of
any regulatory approval required in order to comply in whole or in part with
any applicable law; (ii) to terminate the Offer and not accept for payment
any Shares if any of the conditions referred to in "THE OFFER, Section 12" of
the Offer to Purchase are not satisfied or any of the events specified in
"THE OFFER, Section 12" of the Offer to Purchase have occurred; and (iii) to
waive any condition, or otherwise amend the Offer in any respect, in each
case by giving oral or written notice of such delay, termination, waiver or
amendment to the Depositary and by making a public announcement thereof.
During any such extension, all Shares previously tendered and not properly
withdrawn will remain subject to the Offer, subject to the right of a tendering
Holder to withdraw such Holder's Shares. Any such extension, delay, termination,
waiver or amendment will be followed, as promptly as practicable, by a public
announcement thereof by no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Subject to
applicable law (including Rules 14d-4(c), 14d-6(d) and 14e-1 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which require
that material changes be promptly disseminated to Holders in a manner reasonably
designed to inform them of such changes) and without limiting the manner in
which the Purchaser may choose to make any public announcement, the Purchaser
will have no obligation to publish, advertise or otherwise communicate any such
public announcement.
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Except as otherwise provided below, tenders of Shares made pursuant to the
Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn
any time prior to 12:00 Midnight New York City time on September 26, 2000.
Thereafter, such tenders are irrevocable, except that they may be withdrawn
at any time after October 27, 2000, unless theretofore accepted for payment
as provided in the Offer to Purchase. No Shares tendered pursuant to the
Offer during any Subsequent Offering Period (as defined in Rule l4d-l(g)(8)
of the Exchange Act), if applicable, may be withdrawn unless they are not
immediately accepted and promptly paid for as they are tendered. For a
withdrawal to be effective, a written telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth in the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the Shares to be withdrawn,
the number of shares to be withdrawn, and the name of the registered Holder,
if different from that of the person who tendered such Shares. If
certificates for Shares have been delivered or otherwise identified to the
Depositary, then, prior to the physical release of such certificates, the
serial numbers shown on such certificates must be submitted to the Depositary
and, unless such Shares have been tendered by an Eligible Institution (as
defined in "THE OFFER, Section 3" of the Offer to Purchase), the signatures
on the notice of withdrawal must be guaranteed by an Eligible Institution. If
Shares have been delivered pursuant to the procedures for book-entry transfer
as set forth in "THE OFFER, Section 3" of the Offer to Purchase, any notice
of withdrawal must also specify the name and number of the account at the
appropriate Book-Entry Transfer Facility to be credited with the withdrawn
Shares and otherwise comply with such Book-Entry Transfer Facility's
procedures.
All questions as to the form and validity including time of receipt of notices
of withdrawal will be determined by the Purchaser, in its sole discretion, which
determination shall be final and binding. None of the Purchaser, the Depositary,
the Dealer Manager, the Information Agent or any other person will be under any
duty to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failure to give any such notification. Any
Shares properly withdrawn will thereafter be deemed not validly tendered for
purposes of the Offer, but may be rendered at any time prior to the Expiration
Date by following any of the procedures described in "THE OFFER, Section 3" of
the Offer to Purchase.
The Company has provided the Purchaser with the Company's list of Holders and
security position listing in respect of Shares for the purpose of disseminating
the Offer to the Holders. The Offer to Purchase, the Letter of Transmittal and
any other related materials will be mailed to record Holders whose names appear
on the Company's list of Holders or, if applicable, who are listed as
participants in a clearing agency's security position listing.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6
under the Exchange Act is contained in the Offer to Purchase and is
incorporated herein by reference.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER.
Any questions or requests for assistance or additional copies of the Offer to
Purchase, the Letter of Transmittal and other tender offer materials may be
directed to the Information Agent or the Dealer Manager as set forth below, and
copies will be furnished promptly at the Purchasers expense. Neither the
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Purchaser nor other related persons will not pay any fees or commissions to any
broker or dealer or other person (other than the Dealer Manager, the Depositary
and the Information Agent) in connection with the solicitation of tenders of
Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
D.F. KING & CO., INC.
77 Water Street
New York, N.Y. 10005
Banks and Brokerage Firms, Call Collect:
(212) 269-5550
All Others, Call Toll Free:
(800) 269-6427
THE DEALER MANAGER FOR THE OFFER IS:
FIRST UNION SECURITIES, INC.
Riverfront Plaza
901 East Byrd Street, WF2035
Richmond, VA 23219
August 29, 2000
