OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
800-JR CIGAR, INC.
AT
$13.00 NET PER SHARE
BY
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.
--------------------------------------------------------------------------------
August 29, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
We have been appointed by JRC Acquisition Corp. (the "Purchaser"), a
Delaware corporation, to act as Dealer Manager in connection with the
Purchaser's offer to purchase for cash all of the outstanding shares of common
stock (the "Shares"), par value $0.01 per share, of 800-JR CIGAR, Inc., a
Delaware corporation (the "Company"), not already owned by Xxxxx X. Xxxxxxx,
XxXxxxx X. Xxxxxxx and the Xxxxx Xxxxxx Xxxxxxx 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 to time,
together constitute the "Offer"), copies of which are enclosed herewith. The
Offer is being made in connection with the 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. Holders of Shares whose certificates evidencing such Shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to American Stock Transfer & Trust
Company, as depositary (the "Depositary"), or complete the procedures for
book-entry transfer, prior to the Expiration Date (as defined in the Offer to
Purchase) must tender their Shares according to the guaranteed delivery
procedures set forth in "THE OFFER, Section 3--Procedure for Tendering Shares"
of the Offer to Purchase.
Please furnish copies of the enclosed materials to those of your clients for
whose accounts you hold Shares in your name or in the name of your nominee.
Enclosed herewith for your information and forwarding to your clients are
copies of the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal to tender Shares for your use and for the
information of your clients. Facsimile copies of the Letter of Transmittal
may be used to tender Shares.
3. The Notice of Guaranteed Delivery for Shares to be used to accept
the Offer if neither of the two procedures for tending Shares set forth in
"THE OFFER, Section 3--Procedure for Tendering Shares" of the Offer to
Purchase can be contemplated on a timely basis.
4. Letter to stockholders of the Company from Xxxxxxx X. Xxxxxxxx,
Chief Financial Officer of the Company, accompanied by the Company's
Solicitation/Recommendation Statement on Schedule 14D-9.
5. A printed form of the letter which 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.
6. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
7. A return envelope addressed to American Stock Transfer & Trust
Company (the "Depositary").
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, SEPTEMBER 26, 2000, UNLESS THE OFFER IS EXTENDED.
Please note the following:
1. The tender price is $13.00 per Share, net to the seller in cash,
without interest thereon.
2. The Offer is being made for all of the Shares, not already owned by
the Parent Stockholders.
3. Tendering holders of Shares will not be obligated to pay brokerage
fees or commissions or, except as otherwise provided in Instruction 6 of the
Letter Transmittal, transfer taxes on the purchase of Shares by the
Purchaser pursuant to the Offer. However, United States federal income tax
backup withholding at a rate of 31% may be required, unless an exemption is
available or unless the required tax identification information is provided.
See Instruction 9 of the Letter of Transmittal.
4. The Board of Directors of the Company, based upon among other
factors, the unanimous recommendation of a special committee of independent
directors of the Company, has unanimously approved the Merger Agreement and
the Offer and has determined that the terms of the Offer are fair to, and in
the best interests of, the Company's stockholders (other than the Parent,
the Purchaser, the Parent Stockholders and certain other trusts of which
Xxxxx X. Xxxxxxx and XxXxxxx X. Xxxxxxx are trustees) and has unanimously
recommended that such stockholders accept the Offer and tender their Shares
pursuant to the Offer.
5. Notwithstanding any other provision of the Offer, payment for Shares
accepted for payment pursuant to the Offer will in all cases be made only
after timely receipt by the Depositary of (a) certificates evidencing such
Shares (the "Share Certificates") pursuant to the procedures set forth in
"THE OFFER, Section 3--Procedure for Tendering Shares" of the Offer to
Purchase, or a timely Book-Entry Confirmation (as defined in the Offer to
Purchase) with respect to such Shares, (b) the Letter of Transmittal (or a
manually signed facsimile thereof), properly completed and duly executed,
with any required signature guarantees or an Agent's Message (as defined in
the Offer to Purchase) in connection with a book-entry transfer, and
(c) any other documents required by the Letter of Transmittal. Accordingly,
payment may not be made to all tendering Holders at the same time depending
upon when Share Certificates are actually received by the Depositary.
In order to take advantage of the Offer, (i) a duly executed and properly
completed Letter of Transmittal (or a manually signed facsimile thereof) and any
required signature guarantee or other required documents should be sent to the
Depositary and (ii) Share Certificates representing the tendered Shares or a
timely Book-Entry Confirmation should be delivered to the Depositary in
accordance with the instructions set forth in the Letter of Transmittal and the
Offer to Purchase.
If Holders wish to tender, but if it is impracticable for them to forward
their Share Certificates or other required documents or complete the procedures
for book-entry transfer prior to the Expiration Date (as defined in the Offer to
Purchase), a tender may be effected by following the guaranteed delivery
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procedures specified in "THE OFFER, Section 3--Procedure for Tendering Shares"
of the Offer to Purchase.
None of the Rothmans, the Parent or the Purchaser will pay any fees or
commission to an broker, dealer or other person for soliciting tenders of Shares
pursuant to the Offer (other than the Dealer Manager, the Depositary and the
Information Agent, as described in the Offer to Purchase). The Purchaser will,
however, upon request, reimburse you for customary mailing and handling expenses
incurred by you in forwarding any of the enclosed materials to your clients. The
Purchaser will pay or cause to be paid any transfer taxes payable on 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
First Union Securities, Inc., the Dealer Manager, or X.X. Xxxx & Co., Inc., the
Information Agent, at their respective addresses and telephone numbers set forth
on the back cover of the Offer to Purchase.
Additional copies of the enclosed materials may be obtained from the
Information Agent or from brokers, dealers, commercial banks or trust companies.
Very truly yours,
FIRST UNION SECURITIES, INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF THE PURCHASER, THE COMPANY, THE DEALER
MANAGER, THE DEPOSITARY, THE INFORMATION AGENT OR ANY AFFILIATE OF ANY OF THEM,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENT OR USE ANY DOCUMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE OFFER OTHER THAN STATEMENTS
EXPRESSLY MADE IN THE OFFER TO PURCHASE OR THE LETTER OF TRANSMITTAL.
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