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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, UNLESS THE OFFER IS EXTENDED.
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated November
13, 2000 (the "Offer to Purchase"), and a related Letter of Transmittal in
connection with the offer by The Quizno's Corporation, a Colorado Corporation
(the "Company"), to purchase for cash all outstanding shares of its Common
Stock, $0.001 par 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 Offer to Purchase and in the related Letter of
Transmittal (which, together with the Offer to Purchase, constitute the
"Offer").
We are (or our nominee is) the holder of record of Shares held by us for
your account. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US OR OUR NOMINEE AS
THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY
YOU TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all of the Shares held by us for your account, upon the terms and
subject to the conditions set forth in the Offer.
Your attention is invited to the following:
1. The tender price is $8.00 per Share, net to the seller in cash.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company (the "Board") has determined that
the Offer is fair to the stockholders of the Company. However, the Board does
not make any recommendation to stockholders as to whether to tender or refrain
from tendering their Shares.
4. The Offer and withdrawal rights will expire at 12:00 Midnight, New York
City time, on December 11, 2000, unless the Offer is extended.
5. Tendering stockholders will not be obligated to pay brokerage fees or
commissions or, except as otherwise provided in Instruction 6 of the Letter of
Transmittal, stock transfer taxes with respect to the purchase of Shares by the
Company pursuant to the Offer. However, federal income tax backup withholding at
a rate of 31% may be required, unless an exemption is provided or unless the
required tax payer identification information is provided. See instruction 9 of
the Letter of Transmittal.
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If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form contained
in this letter. An envelope in which to return your instructions to us in
enclosed. If you authorize the tender of your Shares, all such Shares will be
tendered unless otherwise specified in your instructions. YOUR INSTRUCTIONS
SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR
BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
The Offer is made solely by the Offer to Purchase and the related Letter of
Transmittal and is being made to all holders of Shares. The Company is not aware
of any state where the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If the Company becomes
aware of any valid state statute prohibiting the making of the Offer or the
acceptance of Shares pursuant thereto, the Company will make a good faith effort
to comply. If after such good faith effort, the Company cannot comply with such
state statute, the Offer will not be made to (nor will tenders be accepted from
or on behalf of) the holders of Shares in such state. In any 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
Company by one or more registered brokers or dealers licensed under the laws of
such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH ALL
OUTSTANDING SHARES OF THE QUIZNO'S CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated November 13, 2000, and the related Letter of
Transmittal (which together with the Offer to Purchase, constitute the "Offer")
in connection with the offer by The Quizno's Corporation, a Colorado Corporation
(the "Company"), to purchase all outstanding shares of Common Stock, $0.001 par
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 Offer.
This will instruct you to tender the number of Shares indicated below (or
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Dated: _______________, 2000
Number of Shares to be Tendered*: ___________
NAME(S): SIGN HERE:
_____________________________________________ Signature(s): ___________________
(PLEASE TYPE OR PRINT)
_____________________________________________ Signature(s): ___________________
(PLEASE TYPE OR PRINT)
Address:_____________________________________
_____________________________________________
_____________________________________________
(ZIP CODE)
_____________________________________________
(AREA CODE AND TELEPHONE NUMBER)
_____________________________________________
(TAX PAYER IDENTIFICATION OR SOCIAL SECURITY)
* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
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