<PAGE>
EXHIBIT (A)(2)
Letter of Transmittal
to Tender Shares of Common Stock
of
Cucos Inc.
Pursuant to the Offer to Purchase dated July 14, 2000
by
Jacksonville Restaurant Acquisition Corp.
The Offer, proration period and withdrawal rights will expire at 5:00 p.m.,
Eastern Time, on Friday, August 11, 2000 unless the Offer is extended
The Depositary for the Offer is:
Hibernia National Bank
By Mail: By Overnight Courier: By Hand:
P.O. Box 61540 313 Carondelet Street 313 Carondelet Street
New Orleans, LA 70161 New Orleans, LA 70130 7th Floor
Attention: Trust Department New Orleans, LA 70130
By Facsimile Transmission for For Confirmation by Telephone
Eligible Institutions and (504) 533-5586
Confirmation:
(504) 533-2838
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, will not constitute a valid delivery to the Depositary.
You must sign this Letter of Transmittal in the appropriate space below, with
signature guarantee if required, and complete the Substitute Form W-9 set forth
below.
You should read carefully the instructions contained within this Letter of
Transmittal before you complete this Letter of Transmittal.
This Letter of Transmittal is to be used by shareholders of Cucos Inc. (the
"Company") if certificates for Shares (as defined below) are to be forwarded
herewith.
If certificates for your Shares (the "Share Certificates") are not
immediately available, or you cannot deliver all other required documents to the
Depositary prior to the Expiration Date (as defined of the Offer to Purchase),
you must tender your Shares according to the guaranteed delivery procedure set
forth in Section 3 of the Offer to Purchase. See Instruction 2.
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF SHARES TENDERED
-------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Share Certificate Total Number of Number
Holder(s) (Please fill in, if blank) Number(s) Shares Represented of Shares
by Certificate(s) Tendered*
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
Total
----------------------------------------------------------------------
* Unless otherwise indicated, all Shares represented by certificates delivered to the Depository will be deemed
to have been tendered. See Instruction 4.
-------------------------------------------------------------------------------------------------------------------
</TABLE>
[_] Check here if certificates have been lost or mutilated. See Instruction 11.
The names and addresses of the registered holders of the tendered Shares
should be printed, if not already printed above, exactly as they appear on the
Share Certificates tendered hereby.
[_] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s): _____________________________________________
Window Ticket Number (if any): _______________________________________________
Date of Execution of Notice of Guaranteed Delivery: __________________________
Name of Eligible Institution that Guaranteed Delivery: _______________________
Note: Signatures must be provided below.
Ladies and Gentlemen:
The undersigned hereby tenders to Jacksonville Restaurant Acquisition
Corp., a Delaware corporation ("Purchaser"), the above-described shares of
common stock, no par value per share (the "Shares"), of Cucos Inc., a Louisiana
corporation (the "Company"), under Purchaser's offer to purchase up to a total
of 1,200,000 of the outstanding Shares, at a purchase price of $1 per Share, net
to the seller in cash (the "Offer Price"), without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
July 14, 2000, and in this Letter of Transmittal
<PAGE>
(which together with any amendments or supplements thereto or hereto,
collectively constitute the "Offer"). Receipt of the Offer is hereby
acknowledged.
Upon the terms and subject to the conditions of the Offer (and, if the
Offer is extended or amended, the terms of any such extension or amendment), and
effective upon acceptance for payment of the Shares tendered herewith in
accordance with the terms of the Offer, the undersigned hereby sells, assigns
and transfers to or upon the order of Purchaser all right, title and interest in
and to all Shares that are being tendered hereby (and any and all dividends,
distributions, rights, other Shares or other securities issued or issuable in
respect thereof on or after the date hereof (collectively, "Distributions")) and
irrevocably constitutes and appoints Hibernia National Bank (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 (i) deliver certificates for Shares (and any and all
Distributions), together with all accompanying evidences of transfer and
authenticity, to or upon the order of Purchaser, (ii) present such Shares (and
any and all Distributions) for transfer on the books of the Company and (iii)
receive all benefits and otherwise exercise all rights of beneficial ownership
of such Shares (and any and all Distributions), all in accordance with the terms
of the Offer.
By executing this Letter of Transmittal, the undersigned hereby irrevocably
appoints James W. Osborn and Nicholas J. Damadeo in their respective capacities
as officers or directors of Purchaser, and any individual who shall thereafter
succeed to any such office of Purchaser, and each of them, and any other
designees of Purchaser, the attorneys-in-fact and proxies of the undersigned,
each with full power of substitution, to vote at any annual or special meeting
of the Company's shareholders or any adjournment or postponement thereof or
otherwise in such manner as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, to execute
any written consent concerning any matter as each such attorney-in-fact and
proxy or his substitute shall in his sole discretion deem proper with respect
to, and to otherwise act as each such attorney-in-fact and proxy or his
substitute shall in his sole discretion deem proper with respect to, all of the
Shares (and any and all Distributions) tendered hereby and accepted for payment
by Purchaser. This appointment will be effective if and when, and only to the
extent that, Purchaser accepts such Shares for payment pursuant to the Offer.
This power of attorney and proxy are irrevocable and are granted in
consideration of the acceptance for payment of such Shares in accordance with
the terms of the Offer. Such acceptance for payment shall, without further
action, revoke any prior powers of attorney and proxies granted by the
undersigned at any time with respect to such Shares (and any and all
Distributions), and no subsequent powers of attorney, proxies, consents or
revocations may be given by the undersigned with respect thereto (and, if given,
will not be deemed effective). Purchaser reserves the right to require that, in
order for Shares or other securities to be deemed validly tendered, immediately
upon Purchaser's acceptance for payment of such Shares, Purchaser must be able
to exercise full voting, consent and other rights with respect to such Shares
(and any and all Distributions), including voting at any meeting of the
Company's shareholders.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Shares
tendered hereby and all Distributions, that the
<PAGE>
undersigned owns the Shares tendered hereby and that, when the shares are
accepted for payment by the Purchaser, Purchaser will acquire good, marketable
and unencumbered title thereto and to all Distributions free and clear of all
liens, restrictions, charges and encumbrances, and the Shares 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 tendered hereby and all Distributions. In addition, the undersigned shall
remit and transfer promptly to the Depositary for the account of Purchaser 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 each such Distribution and may withhold the entire
purchase price of the Shares tendered hereby or deduct from such purchase price,
the amount or value of such Distribution as determined by Purchaser in its sole
discretion.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned, and any obligation of the undersigned
hereunder shall be binding upon the heirs, executors, administrators, personal
representatives, trustees in bankruptcy, successors and assigns of the
undersigned. Except as stated in the Offer to Purchase, this tender is
irrevocable.
The undersigned understands that the valid tender of Shares under any one
of the procedures described in Section 3 of the Offer to Purchase and in the
Instructions hereto will constitute the undersigned's acceptance of the terms
and conditions of the Offer (and, if the Offer is extended or amended, the terms
or conditions of any extension or amendment). Purchaser's acceptance of the
Shares for payment will constitute a binding agreement between the undersigned
and Purchaser upon the terms and subject to the conditions of the Offer (and, if
the Offer is extended or amended, the terms or conditions of any extension or
amendment), as well as the undersigned's representation and warranty to
Purchaser and the Company that (i) the undersigned has a net long position in
the Shares or equivalent securities being tendered within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and (ii) the tender of such Shares complies with Rule 14e-4 of the Exchange Act.
Without limiting the foregoing, if the price to be paid in the Offer is amended
in accordance with applicable law, the price to be paid to the undersigned will
be the amended price notwithstanding the fact that a different price is stated
in this Letter of Transmittal. 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 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 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
any accompanying documents, as appropriate) to the address(es) of the registered
holder(s) appearing above 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
of all Shares purchased and/or return any certificates evidencing Shares not
tendered or not accepted for payment (and any accompanying documents, as
appropriate) in the name(s) of, and deliver such check and/or
<PAGE>
return any such certificates (and any accompanying documents, as appropriate)
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.
The undersigned understands that Purchaser reserves the right to transfer
or assign, in whole or 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 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 under the Offer.
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1,5,6 and 7) (See Instructions 1,5,6 and 7)
--------------------------------- ---------------------------------
To be completed ONLY if the check for To be completed ONLY if the check for
the purchase price of Shares the purchase price of Shares accepted
accepted for payment and/or for payment and/or certificates
certificates representing Shares not representing Shares not tendered or
tendered or accepted for payment are accepted for payment are to be sent
to be issued in the name of someone to someone other than the
other than the undersigned. undersigned, or to the undersigned at
an address other than that shown
Issue: [_] Check and/or [_] under "Description of Shares
Certificate(s) to: Tendered."
Name: _____________________________
Mail: Check and/or [_]
Address: __________________________ Certificate(s) to
(Include Zip Code)
Name: _____________________________
_____________________________________
(Taxpayer Identification or Social Address: ___________________________
Security Number) (Include Zip Code)
___________________________________
(Taxpayer Identification or Social
Security Number)
IMPORTANT
SHAREHOLDER SIGN HERE:
(Complete Substitute Form W-9 Included)
_____________________________________________________________________________
_____________________________________________________________________________
(Signature(s) of Owner(s))
Name(s):______________________________________________________________________
<PAGE>
________________________________________________________________________________
(Please Print)
Capacity (Full Title):__________________________________________________________
(See Instructions)
Address:________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number:_________________________________________________
Taxpayer Identification or Social Security Number:______________________________
(See Substitute Form W-9)
Dated: ___________________________, 2000
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
stock certificate(s) or on a security position listing or by the person(s)
authorized to become registered holder(s) by certificates and documents
transmitted herewith. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please set forth full title and see
Instruction 5).
GUARANTEE OF SIGNATURE(S)
(If required--See Instructions 1 and 5)
FOR USE BY FINANCIAL INSTITUTIONS ONLY. PLACE MEDALLION GUARANTEE IN SPACE
BELOW.
Authorized Signature(s):________________________________________________________
Name:___________________________________________________________________________
(Please Print)
Name of Firm:___________________________________________________________________
Address:________________________________________________________________________
(Include Zip Code)
Area Code and Telephone Number: ________________________________________________
Dated: __________________________, 2000
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
To complete the Letter of Transmittal, you must do the following:
. Fill in the box entitled "Description of Shares Being Tendered."
. Sign and date the Letter of Transmittal in the box entitled "Sign
Here."
. Fill in and sign in the box entitled "Substitute Form W-9."
In completing the Letter of Transmittal, you may, but are not required to,
do the following:
. If you want the payment for any Shares purchased issued in the name of
another person, complete the box entitled "Special Payment
Instructions."
. If you want any certificate for Shares not tendered or Shares not
purchased issued in the name of another person, complete the box
entitled "Special Payment Instructions."
. If you want any payment for Shares or certificate for Shares not
tendered or purchased delivered to an address other than that
appearing under your signature, complete the box entitled "Special
Delivery Instructions."
If you complete the box entitled "Special Payment Instructions" or "Special
Delivery Instructions," you must have your signature guaranteed by an Eligible
Institution (as defined in Instruction 1 below) unless the Letter of Transmittal
is signed by an Eligible Institution.
1. Guarantee of Signatures. All signatures on this letter of Transmittal
must be guaranteed by a bank, broker, dealer, credit union, savings association
or other entity that is a member in good standing of the Securities Transfer
Agents Medallion Program (an "Eligible Institution"), unless (i) this Letter of
Transmittal is signed by the registered holder(s) of the Shares tendered hereby
and such holder(s) has not completed either the box entitled "Special Payment
Instructions" or (ii) such Shares are tendered for the account of an Eligible
Institution. If a Share Certificate is registered in the name of a person other
than the person signing this Letter of Transmittal, or if payment is to be made,
or a Share Certificate not accepted for payment and not tendered is to be
returned, to a person other than the registered holder(s), then such Share
Certificate must be endorsed or accompanied by appropriate stock powers in
either case signed exactly as the name(s) of the registered holder(s) appears on
such Share Certificate, with the signatures on such Share Certificate or stock
powers guaranteed as described above. See Instruction 5.
2. Requirements of Tender. This Letter of Transmittal is to be completed
by shareholders if certificates are to be forwarded herewith. Share
Certificates evidencing tendered Shares, as well as this Letter of Transmittal
(or a facsimile hereof), properly completed and duly
<PAGE>
executed, with any required signature guarantees, and any other documents
required by this Letter of Transmittal, must be received by the Depositary at
one of its addresses set forth herein on or before the Expiration Date (as
defined in Section 1 of the Offer to Purchase). If Share Certificates are
forwarded separately to the Depositary, a properly completed and duly executed
Letter of Transmittal must accompany each such delivery. Shareholders whose
Share Certificates are not immediately available, or who cannot deliver all
other required documents to the Depositary on or before the Expiration Date, may
tender their Shares by properly completing and duly executing a Notice of
Guaranteed Delivery under the guaranteed delivery procedure set forth in Section
3 of the Offer to Purchase. Under this 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 made available
by the Purchaser, must be received by the Depositary on or before the Expiration
Date; and (iii) the Share Certificates evidencing all tendered Shares, in proper
form for transfer, in each case together with the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees, and any other documents required by this Letter of
Transmittal, must be received by the Depositary within three NASDAQ National
Market trading days after the date of execution of such Notice of Guaranteed
Delivery.
The method of delivery of this Letter of Transmittal, Share Certificates
and all other required documents is at the option and the risk of the tendering
shareholder, and delivery will be deemed made only when actually received by the
Depositary. 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 shareholders, by execution of
this Letter of Transmittal (or a facsimile hereof), waive any right to receive
any notice of the acceptance of their Shares for payment.
3. Inadequate Space. If the space provided herein is inadequate, the
certificate numbers and the number of Shares and any other required information
should be listed on a separate signed schedule attached hereto.
4. Partial Tenders. If fewer than all the Shares evidenced by any Share
Certificate are to be tendered, fill in the number of Shares which are to be
tendered in the box entitled "Number of Shared Tendered." In this case, new
Share Certificates for the Shares that were evidenced by your old Share
Certificates, but were not tendered by you, will be sent to you, unless
otherwise provided in the appropriate box on this Letter of Transmittal, as soon
as practicable after the expiration or termination of the Offer. All Shares
represented by Share Certificates delivered to the Depositary will be deemed to
have been tendered unless 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.
<PAGE>
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 Shares tendered hereby 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.
If this Letter of Transmittal or any certificates or stock powers are
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 certificates or
separate stock powers are required unless payment to be made 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
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 certificate(s) listed and transmitted hereby, the
certificate(s) 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 certificate(s). Signature(s) on any such 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 stock transfer taxes with respect to the transfer and
sale of any Shares to it or its order under the Offer. If, however, payment of
the purchase price is to be made to, or if certificate(s) 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 certificate(s) are
registered in the name of any person other than the person(s) signing this
Letter of Transmittal, the amount of any stock 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 of such
Shares purchased unless evidence satisfactory to Purchaser of the payment of
such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the certificate(s) evidencing the Shares
tendered hereby.
7. Special Payment and Delivery Instructions. If a check for the purchase
price is to be issued in the name of, and/or certificates for Shares not
tendered or not accepted for payment are to be issued or returned to, a person
other than the signer of this Letter of Transmittal or if a check and/or such
certificates are to be returned to a person other than the person(s) signing
this Letter of Transmittal or to an address other than that shown in this Letter
of Transmittal, the appropriate boxes on this Letter of Transmittal must be
completed.
<PAGE>
8. Substitute Form W-9. Each tendering shareholder is required to
provide the Depositary with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, which is provided under "Important Tax Information" below,
and to certify whether the shareholder is subject to backup withholding of U.S.
federal income tax. If a tendering shareholder is subject to backup withholding,
the shareholder must cross out item (2) of the Certification Box of the
Substitute Form W-9. Failure to provide the information on the Substitute Form
W-9 may subject the tendering shareholder to U.S. federal income tax withholding
of 31% of any payments made to the shareholder, but such withholdings will be
refunded if the tendering shareholder provides a TIN within 60 days. If the
tendering shareholder has not been issued a TIN and has applied for one or
intends to apply for one in the near future, such shareholder should write
"Applied For" in the space provided for the TIN in Part I of the Substitute Form
W-9, and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number. If "Applied For" is written in Part I and the
Depositary is not provided with a TIN by the time of the payment of purchase
price to the tendering shareholder pursuant to the Offer, the Depositary will
withhold 31% on such payments.
Certain shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding. Non-
corporate foreign shareholders should complete and sign the main signature form
and a Form W-8, Certificate of Foreign Status, a copy of which may be obtained
from the Depositary, in order to avoid backup withholding. See the enclosed
"Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9" for more instructions.
9. Requests for Assistance of Additional Copies. Questions and requests
for assistance 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
directed to Mary Ann Brockhaus at the address and phone number set forth below,
or from brokers, dealers, commercial banks or trust companies.
10. Waiver of Conditions. Purchaser reserves the right, in its sole
discretion, to waive, at any time or from time to time, any of the specified
conditions of the Offer, in whole or in part, in the case of any Shares
tendered. See Section 16 of the Offer to Purchase.
11. Lost, Destroyed or Stolen Certificates. If any certificate
representing Shares has been lost, destroyed or stolen, the shareholder should
promptly notify the Company's registrar and transfer agent, Registrar and
Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, telephone
number 1-(800) 368-5948. The shareholder will then be instructed as to the steps
that must be taken in order to replace the certificate. This Letter of
Transmittal and related documents cannot be processed until the procedures for
replacing lost or destroyed certificates have been followed.
Important: This Letter of Transmittal (or a manually signed facsimile
hereof) together with any required signature guarantees, and any other required
documents, and certificates for tendered Shares, must be received by the
Depositary prior to the Expiration Date, or the tendering shareholder must
comply with the procedures for guaranteed delivery.
<PAGE>
Important Tax Information
Under the federal income tax laws, a shareholder whose tendered Shares are
accepted for payment is required to provide the Depositary with such
shareholder's correct TIN on the Substitute Form W-9 below. If the shareholder
is an individual, the TIN is the shareholder's Social Security Number. If a
tendering shareholder is subject to backup withholding, the shareholder must
cross out item (2) of the Certification Box on the Substitute Form W-9. If the
Depositary is not provided with the correct TIN, the shareholder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, payments
that are made to the shareholder may be subject to backup withholding of 31%.
Certain shareholders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. In order for a foreign individual to qualify as an exempt
recipient, the individual must submit a statement, signed under penalties of
perjury, attesting to that individual's exempt status. Such statements may be
obtained from the Depositary. Exempt shareholders, other than foreign
individuals, should furnish their TIN, write "Exempt" on the face of the
Substitute Form W-9 below and sign, date and return the Substitute Form W-9 to
the Depositary. See the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Depositary is required to withhold 31%
of any payments made to the shareholder. Backup withholding is not an additional
tax. Rather, the tax liability of persons subject to withholding will be reduced
by the amount of tax withheld. If backup 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 on payments that are made to a shareholder
with respect to Shares purchased under the Offer, the shareholder is required to
notify the Depositary of such shareholder's correct TIN by completing the form
below certifying that the TIN provided on Substitute Form W-9 is correct or that
such shareholder is awaiting a TIN.
What Number to Give the Depositary
The shareholder is required to give the Depositary the Social Security
Number or Employer Identification Number of the record holder of the Shares. If
the Shares are 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 guidelines on which
number to report. If the tendering shareholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
shareholder should write "Applied For" in the space provided for the TIN in Part
I and sign and date the Substitute Form W-9. If "Applied For" is written in Part
I, the Depositary will withhold 31% of payments made for the shareholder, but
such withholdings will be refunded in the tendering shareholder provides a TIN
within 60 days.
<PAGE>
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
--------------------------------------------------------------------------------
PAYOR'S NAME: Jacksonville Restaurant Acquisition Corp.
--------------------------------------------------------------------------------
<TABLE>
---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Substitute PART 1a -- PLEASE PROVIDE TIN______________________________________
YOUR TIN IN THE BOX AT Social Security Number or
Form W-9 THE RIGHT AND CERTIFY BY Employer Identification Number
SIGNING AND DATING
Department of the Treasury BELOW. (For most individuals, Name:____________________________________
Internal Revenue Service this is your social security
number. If you do not have a Address:_________________________________
Payer's Request for Taxpayer number, see enclosed Guidelines _________________________________________
Identification Number (TIN) for Certification of Taxpayer (Number and Street)
Identification Number on _________________________________________
Substitute Form W-9). (City)
_________________________________________
(State) (Zip Code)
---------------------------------------------------------------------------------------
PART 1b -- Please check the box at right if you have applied for
and are awaiting receipt of your TIN. [_]
---------------------------------------------------------------------------------------
PART 2 -- For Payees exempt from backup withholding, please
write "Exempt" here. (See instructions).
---------------------------------------------------------------------------------------------------------------------------
PART 3 -- Certification-- Under penalties of perjury, I certify that:
(X) The number shown on this form is my correct TIN (or I am waiting for a number to be issued to
me), and
(Y) I am not subject to backup withholding because:
(a) I am exempt from backup withholding,
(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 of Instructions--You must cross out Item (Y) of Part 3 above if you have been notified by
the IRS that you are currently subject to backup withholding because of underreporting interest or
dividends on your tax return. However, if after being notified by the IRS that you were subject to
backup withholding you received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (Y).
---------------------------------------------------------------------------------------------------------------------------------
SIGNATURE ______________________________________________________ DATE ___________________________________, 2000
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
<PAGE>
You must complete the following certificate if you checked the box in Part
1(b) of the Substitute Form W-9 Indicating you have applied for, and are
awaiting receipt of, your TIN.
--------------------------------------------------------------------------------
Certificate of Awaiting Taxpayer Identification Number
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that (1) I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) 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 Payor by the time of payment,
31% of all reportable payments made to me pursuant to this Offer will be
withheld.
______________________________ ___________________________________
SIGNATURE DATE
--------------------------------------------------------------------------------
Manually signed facsimile copies of the Letter of Transmittal will be
accepted. The Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each shareholder of the
Company or such shareholder's broker, dealer, commercial bank, trust company or
other nominee to the Depositary at one of its addresses set forth on the first
page.
Questions and requests for assistance or for additional copies of the Offer
to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery and
other related materials may be directed to James W. Osborn or Mary Ann Brockhaus
at the telephone number and location listed below, and will be furnished
promptly at Purchaser's expense. You may also contact your broker, dealer,
commercial bank, trust company or other nominee for assistance concerning the
Offer.
Cucos Inc.
110 Veterans Boulevard
Suite 222
Metairie, Louisiana 70005
James W. Osborn Mary Ann Brockhaus
(504) 835-0306 (504) 836-3111
