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OFFER BY THE QUIZNO'S CORPORATION TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF ITS COMMON STOCK
AT
$8.00 NET PER SHARE
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 12:00 MIDNIGHT, NEW YORK CITY TIME,
ON DECEMBER 11, 2000 (THE "EXPIRATION DATE")
UNLESS THE OFFER IS EXTENDED.
NOVEMBER 13, 2000
To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:
We have been appointed by The Quizno's Corporation, a Colorado Corporation
(the "Company"), to act as Dealer Manager in connection with the Company's offer
to purchase for cash all outstanding shares of its common stock, $0.001 a value
per share (the "Shares"), of the Company at a price of $8.00 per Share, net to
the seller in cash, upon the terms and subject to the conditions set forth in
the Company's Offer to Purchase, dated November 13, 2000 (the "Offer to
Purchase"), and the related Letters of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"), enclosed herewith. Please furnish
copies of the enclosed materials to those of your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (i) THERE BEING VALIDLY
TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE NOT LESS THAN 51% OF THE
THEN OUTSTANDING SHARES, ON A FULLY DILUTED BASIS, OTHER THAN SHARES
BENEFICIALLY OWNED BY RICHARD E. SCHADEN, CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER, RICHARD F. SCHADEN, VICE PRESIDENT,
SECRETARY AND DIRECTOR, AND CERTAIN MEMBERS OF THEIR FAMILY OWNING SHARES. SEE
"INTRODUCTION" AND "THE TENDER OFFER. CERTAIN CONDITIONS OF THE OFFER" OF THE
OFFER TO PURCHASE.
Enclosed for your information and use are copies of the following
documents:
1. Offer to Purchase, dated November 13; 2000;
2. Letter of Transmittal to be used by holders of Shares in accepting the
Offer and tendering Shares;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or cannot
be delivered to Harris Trust Company of New York (the "Depositary") by the
Expiration Date or if the procedure for book-entry transfer cannot be completed
by the Expiration Date; or if the procedure for book entry transfer cannot be
completed by the Expiration Date.
4. A letter to stockholders of the Company from the Company.
5. A letter that may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Offer;
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6. Guidelines for Certification of Taxpayer ID Number on Substitute Form
W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON DECEMBER 11, 2000, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at one of the Book-Entry Transfer
Facilities (as defined in the Offer to Purchase)), a Letter of Transmittal (or
facsimile thereof) properly completed and duly executed and any other required
documents.
If holders of Shares wish to tender, but cannot deliver their certificates
or other required documents, or cannot comply with the procedure for book-entry
transfer, prior to the expiration of the Offer, a tender of Shares may be
effected by following the guaranteed delivery procedure described under "The
Tender Offer. Procedures for Accepting the Offer and Tendering Shares" in the
Offer to Purchase.
The Company will not pay any fees or commissions to any broker, dealer or
other person (other than the Depositary, MacKenzie Partners, Inc. (the
"Information Agent") and the undersigned as described in the Offer) in
connection with the solicitation of tenders of Shares pursuant to the Offer.
However, the Company will reimburse you for customary mailing and handling
expenses incurred by you in forwarding any of the enclosed materials to your
clients. The Company will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
the Information Agent or the undersigned at their respective addresses and
telephone numbers set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Information Agent, at the address and telephone number set forth on the back
cover page of the Offer to Purchase.
Very truly yours,
TUCKER ANTHONY
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL RENDER YOU, OR
ANY OTHER PERSON, THE AGENT OF THE COMPANY, THE INFORMATION AGENT OR THE
DEPOSITARY, OR ANY AFFILIATE OF ANY OF THEM, OR AUTHORIZE YOU OR ANY OTHER
PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF THEM IN
CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENT AND THE STATEMENTS
CONTAINED THEREIN.
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