<PAGE>
LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
OF
800-JR CIGAR, INC.
PURSUANT TO THE OFFER TO PURCHASE
DATED AUGUST 29, 2000
OF
JRC ACQUISITION CORP.
--------------------------------------------------------------------------------
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 DEPOSITARY FOR THE OFFER IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
<TABLE>
<S> <C>
BY MAIL, BY HAND OR OVERNIGHT DELIVERY: BY FACSIMILE:
American Stock Transfer (for Eligible Institutions Only)
& Trust Company (718) 234-5001
59 Maiden Lane For confirmation telephone:
New York, New York 10007 (800) 937-5449
</TABLE>
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE TO A NUMBER OTHER THAN AS
SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY. YOU MUST
SIGN THIS LETTER OF TRANSMITTAL WHERE INDICATED AND COMPLETE THE SUBSTITUTE W-9
FORM PROVIDED BELOW.
THE INSTRUCTIONS CONTAINED WITHIN THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
---------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S)) (ATTACH ADDITIONAL SIGNED LIST IF NECESSARY)
---------------------------------------------------------------------------------------------------------------
TOTAL NUMBER
OF SHARES
SHARE REPRESENTED BY
CERTIFICATE SHARE NUMBER OF SHARES
NUMBER(S)(1) CERTIFICATE(S)(1) TENDERED(2)
<S> <C> <C> <C>
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
TOTAL SHARES
---------------------------------------------------------------------------------------------------------------
(1) Need not be completed by stockholders delivering by book-entry transfer.
(2) Unless otherwise indicated, it will be assumed that all Shares represented by Share certificates delivered
to the Depositary are being tendered. See Instruction 4.
---------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
This Letter of Transmittal is to be completed by stockholders of 800-JR
CIGAR, Inc. if certificates for Shares (as such term is defined below) are to be
forwarded herewith or, unless an Agent's message (as defined in Instruction 2
below) is utilized, if tenders of Shares are to be made by book-entry transfer
to the account maintained by the American Stock Transfer & Trust Company as
Depositary (the "Depositary") at a Book-Entry Transfer Facility (as defined in
and pursuant to the procedures set forth in "THE OFFER, Section 3--Procedure for
Tendering Shares" of the Offer to Purchase). Stockholders who deliver Shares by
book-entry transfer are referred to herein as "Book-Entry Stockholders" and
other stockholders who deliver shares are referred to herein as "Certificate
Stockholders."
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver either the certificates for, or a Book-Entry Confirmation (as
defined in "THE OFFER, Section 3--Procedure for Tendering Shares" of the Offer
to Purchase) with respect to, their Shares and all other documents required
hereby to the Depositary on or prior to the Expiration Date (as defined in "THE
OFFER, Section 1--Terms of the Offer" of the Offer to Purchase) or who cannot
comply with the book-entry transfer on a timely basis may nevertheless tender
their Shares pursuant to the guaranteed delivery procedures set forth in "THE
OFFER, Section 3--Procedure for Tendering Shares" of the Offer to Purchase. See
Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE DEPOSITARY.
SPECIAL TENDER INSTRUCTIONS
/ / CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE
ACCOUNTS MAINTAINED BY THE DEPOSITARY WITH THE BOOK-ENTRY TRANSFER FACILITY
AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY TRANSFER
FACILITY MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER:
Name of Tendering Institution:_____________________________________________
Account Number:____________________________________________________________
Transaction Code Number:___________________________________________________
/ / CHECK HERE IF SHARES ARE BEING TENDERED PURSUANT TO A NOTICE OF GUARANTEED
DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING
(PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GURANTEED DELIVERY):
Name(s) of Registered Owner(s):____________________________________________
Window Ticket Number (if any):_____________________________________________
Date of Execution of Notice of Guaranteed Delivery:________________________
IF DELIVERY IS BY BOOK-ENTRY TRANSFER:
Name of Institution which Guaranteed Delivery:_____________________________
Account Number:____________________________________________________________
Transaction Code Number:___________________________________________________
/ / CHECK HERE IF TENDER IS BEING MADE PURSUANT TO LOST OR MUTILATED
SECURITIES. SEE INSTRUCTION 10.
2
<PAGE>
PLEASE READ THE INSTRUCTIONS SET FORTH
IN THIS LETTER OF TRANSMITTAL CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby tenders to JRC Acquisition Corp. ("Purchaser"), a
Delaware corporation, the above-described shares of common stock, par value
$0.01 per share (the "Shares"), of 800-JR CIGAR, Inc., a Delaware corporation
(the "Company"), pursuant to Purchaser's offer to purchase outstanding Shares at
a price of $13.00 per Share, net to the seller in cash, without interest thereon
(the "Offer Price"), upon the terms and subject to the conditions set forth in
the Offer to Purchase dated August 29, 2000, receipt of which is hereby
acknowledged and in this Letter of Transmittal (which, together with any
amendments or supplements thereto or hereto, collectively constitute the
"Offer"). The undersigned understands that Purchaser reserves the right to
transfer or assign, in whole at any time, or in part from time to time, to one
or more of its affiliates, the right to purchase all or any portion of the
Shares tendered pursuant to the Offer, but the undersigned further understands
that any such transfer or assignment will not relieve Purchaser of its
obligations under the Offer and will in no way prejudice the rights of tendering
stockholders to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
Subject to, and effective upon, acceptance for payment of, and payment for,
the Shares tendered herewith in accordance with the terms of the Offer
(including, if the Offer is extended or amended, the terms and conditions of
such extension or amendment), the undersigned hereby sells, assigns and
transfers to, or upon the order of, Purchaser all right, title and interest in
and to all the Shares that are being tendered hereby and any and all non-cash
dividends, distributions, rights, other Shares or other securities issued or
issuable in respect thereof on or after August 29, 2000 (collectively,
"Distributions") and irrevocably constitutes and appoints the Depositary the
true and lawful Agent and attorney-in-fact of the undersigned with respect to
such Shares and all Distributions, with full power of substitution (such power
of attorney being deemed to be an irrevocable power coupled with an interest),
to (a) deliver certificates for such Shares and all Distributions, or transfer
ownership of such Shares and all Distributions on the account books maintained
by the Book-Entry Transfer Facility, together, in either such case, with all
accompanying evidences of transfer and authenticity, to or upon the order of
Purchaser, (b) present such Shares and all Distributions for transfer on the
books of the Company, and (c) receive all benefits and otherwise exercise all
rights of beneficial ownership of such Shares and all Distributions, all in
accordance with the terms and subject to the conditions of the Offer.
The undersigned hereby irrevocably appoints the designees of the Purchaser,
and each of them, the attorneys-in-fact and proxies of the undersigned, each
with full power of substitution, to vote in such manner as each such
attorney-in-fact and proxy or any substitute thereof shall deem proper in the
sole discretion of such attorney-in-fact and proxy or such substitute, and
otherwise act (including pursuant to written consent) with respect to all of the
Shares tendered hereby and all Distributions which have been accepted for
payment by the Purchaser prior to the time of such vote or action, which the
undersigned is entitled to vote at any meeting of the stockholders (whether
annual or special and whether or not an adjourned meeting). This proxy and power
of attorney is coupled with an interest in the Shares and is irrevocable and is
granted in consideration of, and is effective upon, the acceptance for payment
of such Shares and all Distributions by the Purchaser in accordance with the
terms of the Offer. Such acceptance for payment shall revoke any other power of
attorney, proxy and consent granted by the undersigned at any time with respect
to such Shares and all Distributions and no subsequent powers of attorney,
proxies, consents or revocations will be given (or, if given, will not be deemed
effective) with respect thereto by the undersigned. The undersigned understands
that in order for the Shares to be validly tendered pursuant to the Offer,
immediately upon the Purchaser's acceptance of such Shares and all Distributions
for payment the Purchaser or its designee must be able to exercise full voting
rights with respect to such Shares and all Distributions including, without
limitation, voting at any meeting of the stockholders then scheduled.
3
<PAGE>
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Shares and all
Distributions tendered hereby, and that when the same are accepted for payment
by Purchaser, Purchaser will acquire good, marketable and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
the same will not be subject to any adverse claims. The undersigned will, upon
request, execute and deliver any additional documents deemed by the Depositary
or Purchaser to be necessary or desirable to complete the sale, assignment and
transfer of the Shares and all Distributions tendered hereby. In addition, the
undersigned shall promptly remit and transfer promptly to the Depositary for the
account of Purchaser any and all Distributions in respect of the Shares tendered
hereby, accompanied by appropriate documentation of transfer, and, pending such
remittance and transfer or appropriate assurance thereof, Purchaser shall be
entitled to all rights and privileges as owner of any such Distributions and may
withhold the entire purchase price or deduct from such purchase price, the
amount or value thereof, as determined by Purchaser in its sole discretion.
No authority herein conferred or agreed to be conferred shall be affected
by, and such authority shall survive the death or incapacity of the undersigned,
and any obligation of the undersigned. All obligations of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Subject to the withdrawal rights set forth in "THE OFFER,
Section 4--Withdrawal Rights" of the Offer to Purchase, the tender of Shares
hereby made is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one of
the procedures described in "THE OFFER, Section 3--Procedure for Tendering
Shares" of the Offer to Purchase and in the instructions hereto will constitute
the undersigned's acceptance of the terms and conditions of the Offer. The
Purchaser's acceptance for payment of such Shares will constitute a binding
agreement between the undersigned and Purchaser upon the terms and subject to
the conditions of the Offer. The undersigned recognizes that under certain
circumstances set forth in the Offer to Purchase, Purchaser may not be required
to accept for payment any of the Shares tendered hereby.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price of all Shares purchased and/or
return any certificates for Shares not tendered or not accepted for payment in
the name(s) of the registered holder(s) appearing above under "Description of
Shares Tendered." Similarly, unless otherwise indicated under "Special Delivery
Instructions," please mail the check for the purchase price of all Shares
purchased and/or return any certificates for Shares not tendered or not accepted
for payment (and accompanying documents, as appropriate) to the address(es) of
the registered holder(s) appearing under "Description of Shares Tendered." In
the event that the boxes entitled Special Payment Instructions and Special
Delivery Instructions are both completed, please issue the check for the
purchase price and/or issue any certificates evidencing Shares not tendered or
not accepted for payment in the name(s) of, and deliver said check and/or return
any such certificates to, the person(s) so indicated. The undersigned recognizes
that Purchaser has no obligation, pursuant to the "Special Payment
Instructions," to transfer any Shares from the name of the registered holder
thereof if Purchaser does not accept for payment any of the Shares so tendered.
4
<PAGE>
--------------------------------------------------------------------------------
SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the check for the purchase price of Shares
accepted for payment is to be issued in name of someone other than the
undersigned and/or if certificates for Shares not tendered or not accepted
for payment are to be issued in the name of someone other than the
undersigned.
Issue check and/or Share certificate(s) to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
_______________________________________________________________________________
/ / Credit unpurchased shares delivered by book-entry transfer to
the Book-Entry Facility account set forth below:
____________________________________________________________________________
(ACCOUNT NUMBER)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if certificates for Shares not tendered or not
accepted for payment and/or the check for the purchase price of Shares
accepted for payment is to be sent to someone other than the undersigned or
to the undersigned at an address other than that shown above.
Mail check and/or Share certificates to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9)
-----------------------------------------------------
5
<PAGE>
--------------------------------------------------------------------------------
IMPORTANT
HOLDER(S) SIGN HERE
(PLEASE COMPLETE SUBSTITUTE FORM W-9 CONTAINED HEREIN)
____________________________________________________________________________
SIGNATURE(S) OF HOLDER(S)
__________________________________________________________________________
Dated: _____________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Share certificate(s) or on a security position listing or by person(s)
authorized to become registered holder(s) by certificates and documents
transmitted with this Letter of Transmittal. If signature is by trustee,
executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative
capacity, please provide the following information and see Instruction 5.)
Name(s) ____________________________________________________________________
(PLEASE PRINT)
Name of Firm _______________________________________________________________
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
____________________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
(SEE SUBSTITUTE FORM W-9)
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name(s) ____________________________________________________________________
(PLEASE TYPE OR PRINT)
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Dated ______________, 2000
--------------------------------------------------------------------------------
6
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a financial
institution (including most commercial banks, savings and loan associations and
brokerage houses) that is a participant in the Security Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Guarantee
Program or the Stock Exchange Medallion Program (each, an "Eligible
Institution"). No signature guarantee is required on this Letter of Transmittal
(a) if this Letter of Transmittal is signed by the registered holder(s) of
Shares (which term, for purposes of this Section, includes any participant in
any of the Book-Entry Transfer Facilities' systems whose name appears on a
security position listing as the owner of the Shares) tendered herewith and such
registered holder(s) have not completed either the box entitled "Special Payment
Instructions" or the box entitled "Special Delivery Instructions" on the Letter
of Transmittal or (b) if such Shares are tendered for the account of an Eligible
Institution. See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND SHARES; GUARANTEED DELIVERY
PROCEDURES. This Letter of Transmittal is to be used either if Share
certificates are to be forwarded herewith or, unless an Agent's Message is
utilized, if tenders are to be made pursuant to the procedures for tender by
book-entry transfer set in "THE OFFER, Section 3--Procedure for Tendering
Shares" of the Offer to Purchase. Share certificates evidencing all physically
tendered Shares or confirmation of any book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of Shares tendered by book-entry
transfer, as well as this Letter of Transmittal or facsimile thereof, properly
completed and duly executed with any required signature guarantees or an Agent's
Message and any other documents required by this Letter of Transmittal, must be
received by the Depositary at one of its addresses set forth herein prior to the
Expiration Date.
Stockholders whose certificates for Shares are not immediately available or
who cannot deliver their certificates and all other required documents to the
Depositary on or prior to the Expiration Date or who cannot complete the
procedures for book-entry transfer on a timely basis may nevertheless tender
their Shares by properly completing and duly executing the Notice of Guaranteed
Delivery pursuant to the guaranteed delivery procedure set forth in "THE OFFER,
Section 3--Procedure for Tendering Shares" of the Offer to Purchase. Pursuant to
such procedure: (i) such tender must be made by or through an Eligible
Institution, (ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form provided by Purchaser, must be received by
the Depositary on or prior to the Expiration Date and (iii) the Share
certificates or confirmation of any book-entry transfer into the Depositary's
account at the Book-Entry Transfer Facility of Shares tendered by book-entry
transfer, as well as a Letter of Transmittal, properly completed and duly
executed with any required signature guarantees (or a facsimile thereof,
properly completed and duly executed with any required signature guarantees or
an Agent's Message), and all other documents required by this Letter of
Transmittal must be received by the Depositary within three trading days after
the date of execution of such Notice of Guaranteed Delivery. A "trading day" is
any day on which the Nasdaq National Market is open for business.
If Share certificates are forwarded to the Depositary in multiple
deliveries, a properly completed and duly executed Letter of Transmittal (or
facsimile hereof) must accompany each such delivery.
THE METHOD OF DELIVERY OF THE SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH THE BOOK-ENTRY TRANSFER
FACILITY, IS AT THE ELECTION AND RISK OF THE TENDERING STOCKHOLDER. THE SHARES
WILL BE DEEMED DELIVERED ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY
(INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, BY BOOK-ENTRY CONFIRMATION).
IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY
INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO
ENSURE TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Shares will be purchased. All tendering stockholders, by executing
this Letter of Transmittal or facsimile thereof, waive any right to receive any
notice of acceptance of their Shares for payment.
3. INADEQUATE SPACE. If the space provided herein under "Description of
Shares Tendered" is inadequate, the number of Shares tendered and the Share
certificate numbers with respect to such Shares should be listed on a separate
schedule and attached hereto.
7
<PAGE>
4. PARTIAL TENDERS. (APPLICABLE TO HOLDERS OF SHARE CERTIFICATES ONLY). If
fewer than all the Shares evidenced by any Share certificate delivered to the
Depositary herewith are to be tendered hereby, fill in the number of Shares that
are to be tendered in the box entitled "Number of Shares Tendered." In any such
case, new certificate(s) for the remainder of the Shares that were evidenced by
the old certificates will be sent to the person signing this Letter of
Transmittal, unless otherwise provided in the box entitled "Special Delivery
Instructions" on this Letter of Transmittal, as soon as practicable after the
Expiration Date. All Shares represented by certificates delivered to the
Depositary will be deemed to have been tendered unless otherwise indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the Shares
tendered hereby, the signature(s) must correspond with the name(s) as written on
the face of the certificate(s) without alteration, enlargement or any change
whatsoever.
If any of the Shares tendered hereby are held of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any of the tendered Shares 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 certificates.
If this Letter of Transmittal or any Share certificate or stock power 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, such person should so indicate when signing, and proper evidence
satisfactory to Purchaser of the authority of such person so to act must be
submitted.
If this Letter of Transmittal is signed by the registered holder(s) of the
Shares listed and transmitted hereby, no endorsements of Share certificates or
separate stock powers are required unless payment or certificates for Shares not
tendered or not accepted for payment are to be issued in the name of a person
other than the registered holder(s). Signatures on any such Share certificates
or stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Shares evidenced by certificates listed and
transmitted hereby, the Share certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appear(s) on the Share certificates. Signature(s) on any
such Share certificates or stock powers must be guaranteed by an Eligible
Institution.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction
6, Purchaser will pay all transfer taxes with respect to the transfer and sale
of any Shares to it or its order pursuant to the Offer. If, however, payment of
the purchase price of any Shares purchased is to be made to, or if certificates
for Shares not tendered or not accepted for payment are to be registered in the
name of, any person other than the registered holder(s), or if tendered
certificates are registered in the name of any person other than the person(s)
signing this Letter of Transmittal, the amount of any transfer taxes (whether
imposed on the registered holder(s) or such other person) payable on account of
the transfer to such other person will be deducted from the purchase price if
satisfactory evidence of the payment of such taxes, or exemption therefrom, is
not submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES LISTED IN THIS LETTER OF TRANSMITTAL.
7. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS; WIRE TRANSFERS. If a check
for the purchase price of any Shares accepted for payment is to be issued in the
name of, and/or Share certificates for Shares not accepted for payment or not
tendered are to be issued in the name of or returned to, a person other than the
signer of this Letter of Transmittal or if a check is to be sent, and/or such
certificates are to be returned, to a person other than the signer of this
Letter of Transmittal, or to an address other than that shown above, the
appropriate boxes on this Letter of Transmittal should be completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions or requests for
assistance may be directed to or additional copies of the Offer to Purchase,
this Letter of Transmittal, the Notice of Guaranteed Delivery and the Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 may
be obtained from the Information Agent or the Dealer Manager, at their
respective addresses or telephone numbers set forth below, or from brokers,
dealers, commercial banks or trust companies.
8
<PAGE>
9. SUBSTITUTE FORM W-9. Under the United States federal income tax law,
unless an exemption applies under the applicable law and regulations, 31% of
certain payments to a stockholder or other payee pursuant to the Offer must be
withheld unless the stockholder or other payee provides his or her taxpayer
identification number ("TIN") (generally, the stockholder's employer
identification number or social security number) on the Substitute Form W-9 to
the Depositary and certifies that such number is correct. Certain stockholders
(including, among others, all corporations and certain foreign stockholders) are
not subject to these backup withholding and information requirements. In order
for a foreign stockholders to qualify as an exempt recipient, that stockholder
should submit an IRS Form W-8 or a Substitute Form W-8, signed under penalties
of perjury, attesting to that stockholder's exempt status. Such statements can
be obtained from the Depositary. Failure to provide the information on the form
may subject tendering stockholders to 31% backup withholding tax on the payment
of the purchase price pursuant to the Offer.
10. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. If any certificate(s)
representing Shares has been lost, destroyed or stolen, the stockholder should
promptly notify the Company's transfer agent, American Stock Transfer & Trust
Company. The stockholder will then be instructed as to the steps that must be
taken in order to replace the Share certificate(s). This Letter of Transmittal
and related documents cannot be processed until the procedures for replacing
lost, destroyed or stolen Share certificates have been followed.
IMPORTANT: THIS LETTER OF TRANSMITTAL OR FACSIMILE HEREOF OR AN AGENT'S
MESSAGE TOGETHER WITH SHARE CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY TRANSFER,
AND ALL OTHER REQUIRED DOCUMENTS, OR THE NOTICE OF GUARANTEED DELIVERY, MUST BE
RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under United States federal income tax law, a stockholder that is a United
States person (other than an "exempt recipient") whose tendered Shares are
accepted for purchase is required to provide the Depositary (as payer) with such
stockholder's correct taxpayer identification number on Substitute Form W-9
below. If such stockholder is an individual, the taxpayer identification number
is his social security number. If a tendering stockholder is subject to backup
withholding, such stockholder must cross out item (2) of the Certification box
on the Substitute Form W-9. If the Depositary is not provided with the correct
taxpayer identification number, the stockholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments that are made to
such stockholder with respect to Shares purchased pursuant to the Offer may be
subject to backup withholding tax of 31%.
Certain stockholders (including, among others, all corporations, and certain
foreign individuals) are not subject to these backup withholding tax and
reporting requirements. In order for a foreign individual to qualify as an
exempt recipient, that stockholder must submit an Internal Revenue Service
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 can be obtained from the Depositary. See enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.
If backup withholding tax applies, the Depositary is required to withhold
31% of certain payments made to the stockholder. Backup withholding tax is not
an additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained from the Internal
Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding tax with respect to payment for Shares
purchased pursuant to the Offer, the stockholder must provide the Depositary
with his or her correct taxpayer identification number by completing the form
contained herein certifying that the taxpayer identification number provided on
Substitute Form W-9 is correct and that (1) such stockholder has not been
notified by the Internal Revenue Service that he or she is subject to backup
withholding tax as a result of failure to report all interest or dividends or
(2) the Internal Revenue Service has notified the stockholder that he or she is
no longer subject to backup withholding tax.
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of such stockholder. If the Shares are
registered in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
9
<PAGE>
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: AMERICAN STOCK TRANSFER & TRUST COMPANY
----------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN IN THE
FORM W-9 BOX AT RIGHT AND CERTIFY BY SIGNING AND
DEPARTMENT OF THE TREASURY DATING BELOW __________________
INTERNAL REVENUE SERVICE Social Security Number
(If awaiting TIN write
"Applied For")
OR
____________________
Employer Identification Number
(If awaiting TIN write
"Applied For")
-------------------------------------------------------------------------
PART 2--For payees exempt from backup withholding tax, see the enclosed GUIDELINES
and complete as instructed therein.
-------------------------------------------------------------------------
PAYER'S REQUEST FOR PART 3--CERTIFICATION--Under penalties of perjury, I certify that:
TAXPAYER IDENTIFICATION (1) The number shown on this form is my correct Taxpayer Identification
NUMBER ("TIN") Number (or I am waiting for a number to be issued for me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) 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 (c) the IRS has notified me that I am no
longer subject to backup withholding.
-------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS--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
under-reporting interest or dividends on your tax returns. However, if after being
notified by the IRS that you are subject to backup withholding, you receive another
notification from the IRS that you are no longer subject to backup withholding, do
not cross out such item (2). (Also see instructions in the enclosed GUIDELINES).
SIGNATURE ____________________________ DATE ____________________________, 2000
----------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
TAX 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.
10
<PAGE>
QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THIS LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS MAY BE
DIRECTED TO THE INFORMATION AGENT AS SET FORTH BELOW:
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
Richmond, Virginia 23219
(804) 782-3411
